Matador Resources Co — Director's Dealing 2015

Apr 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Matador Resources Co (MTDR)
CIK: 0001520006
Period of Report: 2015-04-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-23	Common Stock	F	5485	$27.81	Disposed	115765	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1084933	Indirect
Common Stock	4000	Indirect
Common Stock	161050	Indirect
Common Stock	39750	Indirect
Common Stock	524053	Indirect
Common Stock	524053	Indirect
Common Stock	312190	Indirect
Common Stock	312190	Indirect
Common Stock	82077	Indirect
Common Stock	82077	Indirect
Common Stock	59269	Indirect
Common Stock	59269	Indirect
Common Stock	231051	Indirect
Common Stock	231051	Indirect
Common Stock	119500	Indirect
Common Stock	50000	Indirect
Common Stock	270	Indirect

Footnotes

F1: Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy tax liability upon the vesting of 40,104 shares of restricted stock and restricted stock units. No shares were sold by the reporting person to satisfy this tax liability.

F2: Includes 17,094 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 40,000 shares of restricted stock granted to the reporting person on March 8, 2013. Such shares of restricted stock will vest on the fourth anniversary of the date of grant, March 8, 2017.

F4: Includes 10,026 shares of restricted stock granted to the reporting person on April 16, 2012 that vest on the fourth anniversary of the date of grant, April 16, 2016.

F5: Includes 40,104 shares of restricted stock and restricted stock units granted to the reporting person on April 16, 2012 less 5,485 shares withheld by the Issuer to satisfy tax liability in connection with the April 23, 2015 vesting of such shares and units based upon the achievement of certain performance conditions as specified in the reporting person's award agreement.

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 Sage Resources, Ltd., which is a limited partnership owned by the reporting person's family, including the reporting person.

F8: Represents shares held of record by the reporting person's spouse through her Individual Retirement Account.

F9: Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.

F10: Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee.

F11: 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.

F12: 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.

F13: Represents shares held of record by the JWF 2013-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

F14: Represents shares held of record by the NNF 2013-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

F15: Represents shares held of record by the JWF 2014-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

F16: Represents shares held of record by the NNF 2014-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

F17: Represents shares held of record by the JWF 2014-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

F18: Represents shares held of record by the NNF 2014-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

F19: Represents shares held of record by the JWF 2015-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

F20: Represents shares held of record by the NNF 2015-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

F21: 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.

F22: 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.

F23: Represents shares held of record by the Individual Retirement Account of the reporting person's adult child, who gave the reporting person investment power over such shares through a revocable power of attorney.