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: Robinson Bradley M (CTO, VP-Reservoir Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-16	Common Stock	F	734	$26.03	Disposed	190929	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50000	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 2,663 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.

F3: Includes 15,000 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.

F4: Includes 5,000 shares of restricted stock granted to the reporting person on April 16, 2012, less 734 shares withheld by the Issuer to satisfy tax liability in connection with the April 16, 2014 vesting of 2,500 shares. The remaining 2,500 shares of restricted stock will vest on the fourth anniversary of the date of grant, April 16, 2016.

F5: Includes 5,000 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.

F6: Includes 5,000 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.