Matador Resources Co — Director's Dealing 2016

Nov 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Matador Resources Co (MTDR)
CIK: 0001520006
Period of Report: 2016-11-21

Reporting Person: Adams Craig N (EVP - Land, Legal & Admin)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-21	Common Stock	M	20000	$10.39	Acquired	90121	Direct
2016-11-21	Common Stock	F	12979	$25.74	Disposed	77142	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-21	Employee Stock Option	$10.39	M	20000	Disposed	2017-09-27	Common Stock (20000.0)	Direct

Footnotes

F1: Includes 24,866 shares of restricted stock granted to the reporting person on February 19, 2016 that vest on the third anniversary of the date of grant.

F2: Includes 1,804 shares of restricted stock granted to the reporting person on April 30, 2015 that vest on the third anniversary of the date of grant.

F3: Includes 4,375 shares of restricted stock granted to the reporting person on January 21, 2015 that vest on the third anniversary of the date of grant.

F4: Includes 2,150 shares of restricted stock granted to the reporting person on March 7, 2014 that vest on the fourth anniversary of the date of grant.

F5: Includes 1,586 shares of restricted stock granted to the reporting person on February 11, 2014 that vest on the fourth anniversary of the date of grant.

F6: Includes 15,000 shares of restricted stock granted to the reporting person on March 8, 2013 that vest on the fourth anniversary of the date of grant.

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 20,000 employee stock options that were granted to the reporting person on September 28, 2012. No shares were sold by the reporting person to satisfy the exercise price or the tax liability.

F8: The employee stock options vested in two equal biennial installments beginning on the second anniversary of the date of grant, September 28, 2014, and were fully vested as of September 28, 2016.