Matador Resources Co — Director's Dealing 2015

Aug 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Matador Resources Co (MTDR)
CIK: 0001520006
Period of Report: 2015-08-07

Reporting Person: London Ryan C (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-08-07	Common Stock	M	10000	$9	Acquired	102944	Direct
2015-08-07	Common Stock	F	4976	$21.51	Disposed	97968	Direct
2015-08-07	Common Stock	M	9375	$10.49	Acquired	107343	Direct
2015-08-07	Common Stock	F	5886	$21.51	Disposed	101457	Direct
2015-08-07	Common Stock	M	19500	$8.18	Acquired	120957	Direct
2015-08-07	Common Stock	F	10721	$21.51	Disposed	110236	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-08-07	Employee Stock Option	$9.0	M	10000	Disposed	2020-02-21	Common Stock (10000.0)	Direct
2015-08-07	Employee Stock Option	$10.49	M	9375	Disposed	2017-04-15	Common Stock (9375.0)	Direct
2015-08-07	Employee Stock Option	$8.18	M	19500	Disposed	2018-03-11	Common Stock (19500.0)	Direct

Footnotes

F1: Includes 2,706 shares of restricted stock granted to the reporting person on April 30, 2015. Such shares of restricted stock will vest on the third anniversary of the date of grant, April 30, 2018.

F2: Includes 13,125 shares of restricted stock granted to the reporting person on January 21, 2015. Such shares of restricted stock will vest on the third anniversary of the date of grant, January 21, 2018.

F3: Includes 20,032 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.

F4: Includes 5,074 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.

F5: Includes 19,500 shares of restricted stock granted to the reporting person on March 12, 2013. Such shares of restricted stock will vest on the fourth anniversary of the date of grant, March 12, 2017.

F6: Includes 2,344 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.

F7: Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy the exercise price and tax liability upon the exercise of 10,000 stock options. No shares were sold by the reporting person to satisfy the exercise price or the tax liability.

F8: Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy the exercise price and tax liability upon the exercise of 9,375 stock options. No shares were sold by the reporting person to satisfy the exercise price or the tax liability.

F9: Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy the exercise price and tax liability upon the exercise of 19,500 stock options. No shares were sold by the reporting person to satisfy the exercise price or the tax liability.

F10: The options vested ratably over four years from the date of grant, February 22, 2010, and were fully vested as of February 22, 2014.

F11: The employee stock options vest in two equal biennial installments beginning on the second anniversary of the date of grant, April 16, 2014.

F12: The employee stock options vest in two equal biennial installments beginning on the second anniversary of the date of grant, March 12, 2015.