Matador Resources Co — Director's Dealing 2013

May 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Matador Resources Co (MTDR)
CIK: 0001520006
Period of Report: 2013-05-23

Reporting Person: Foran Joseph Wm (Director, Chairman, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-20	Common Stock	G	130000	$0.00	Disposed	129956	Direct
2012-12-20	Common Stock	G	130000	$0.00	Acquired	130000	Indirect
2013-05-23	Common Stock	P	10000	$9.40	Acquired	140000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1074933	Indirect
Common Stock	10000	Indirect
Common Stock	4000	Indirect
Common Stock	1208640	Indirect
Common Stock	1208640	Indirect
Common Stock	135500	Indirect
Common Stock	50000	Indirect

Footnotes

F1: Represents a gift of shares of common stock by the reporting person to the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.

F2: Includes 20,052 shares of restricted stock granted to the reporting person on April 16, 2012. Such shares of restricted stock will vest in two equal biennial installments beginning on the second anniversary of the date of grant, April 16, 2014.

F3: Includes 20,052 shares of restricted stock granted to the reporting person on April 16, 2012. Such shares of restricted stock will vest following the third anniversary of the date of grant, April 16, 2015, in an amount to be determined based upon the achievement of certain performance conditions as specified in the reporting person's award agreement.

F4: Includes 20,052 restricted stock units granted to the reporting person on April 16, 2012. Such restricted stock units will vest, and an applicable number of shares of common stock will be deliverable to the reporting person, following the third anniversary of the date of grant, April 16, 2015, in an amount to be determined based upon the achievement of certain performance conditions as specified in the reporting person's award agreement.

F5: Includes 40,000 shares of restricted stock granted to the reporting person on March 8, 2013. Such shares of restricted stock will vest following the fourth anniversary of the date of grant, March 8, 2017.

F6: The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of these shares. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

F7: Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.

F8: Represents shares held of record by Sage Resources, Ltd., which is a limited partnership owned by the reporting person's family, including the reporting person.

F9: Represents shares held of record by the reporting person's spouse through her Individual Retirement Account.

F10: Represents shares held of record by the JWF 2011-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

F11: Represents shares held of record by the NNF 2011-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

F12: Represents shares held of record by The Don Foran Family Trust 2008, for which the reporting person is the co-trustee and over which the reporting person has shared voting and investment power with other members of his family.

F13: Represents shares held of record by The Foran Family Special Needs Trust for which the reporting person is the co-trustee and over which the reporting person has shared voting and investment power with other members of his family.