Matador Resources Co — Director's Dealing 2015

May 4, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Matador Resources Co (MTDR)
CIK: 0001520006
Period of Report: 2015-04-28

Reporting Person: Yates George M (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4800000	Indirect
Common Stock	2500	Indirect

Footnotes

F1: Represents shares acquired as consideration in the merger (the "Merger") of Harvey E. Yates Company, a wholly-owned subsidiary of HEYCO Energy Group, Inc. ("HEYCO"), with and into a wholly-owned subsidiary of the Issuer. HEYCO acquired 3,300,000 shares of the Issuer's common stock and 150,000 shares of the Issuer's Series A Convertible Preferred Stock (the "Series A Preferred Shares") pursuant to the Merger. The Series A Preferred Shares converted into common stock on a ten to one basis on April 6, 2015. Includes 1,250,000 shares of common stock which are being held in an escrow account pursuant to the Merger. As Chairman and Chief Executive Officer of HEYCO, the reporting person will have ultimate voting and dispositive power with respect to all shares held by HEYCO.

F2: 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.

F3: HEYCO is owned 51.167461% by Explorers Petroleum Corporation and 45.353507% by Spiral, Inc. The reporting person owns 51.002744% of Explorers Petroleum Corporation, and the reporting person's family owns 25% of Spiral, Inc. through a series of trusts of which the reporting person is the sole trustee.

F4: The reporting person's family owns 25% of Spiral, Inc., an entity owned through a series of trusts of which the reporting person is the sole trustee.