Matador Resources Co — Director's Dealing 2014

Apr 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Matador Resources Co (MTDR)
CIK: 0001520006
Period of Report: 2014-04-16

Reporting Person: Lancaster David E (EVP, COO and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-16	Common Stock	F	1453	$26.03	Disposed	237161	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	75500	Indirect

Footnotes

F1: Represents shares withheld by the Issuer to satisfy tax liability in connection with the vesting of restricted stock. No shares were sold.

F2: Includes 10,684 shares of restricted stock granted to the reporting person on March 7, 2014. Such shares of restricted stock will vest in two equal biennial installments beginning on the second anniversary of the date of grant, March 7, 2016.

F3: Includes 3,805 shares of restricted stock granted to the reporting person on February 11, 2014. Such shares of restricted stock will vest in two equal biennial installments beginning on the second anniversary of the date of grant, February 11, 2016.

F4: Includes 30,000 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.

F5: Includes 10,625 shares of restricted stock granted to the reporting person on April 16, 2012, less 1,453 shares withheld by the Issuer to satisfy tax liability in connection with the April 16, 2014 vesting of 5,312 shares. The remaining 5,313 shares of restricted stock will vest on the fourth anniversary of the date of grant, April 16, 2016.

F6: Includes 10,625 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.

F7: Includes 10,625 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.