Matador Resources Co — Director's Dealing 2016

Apr 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Matador Resources Co (MTDR)
CIK: 0001520006
Period of Report: 2016-04-27

Reporting Person: Goodwin Billy E (SVP - Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-27	Common Stock	M	20833	$10.49	Acquired	92477	Direct
2016-04-27	Common Stock	F	14402	$22.36	Disposed	78075	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-27	Employee Stock Option	$10.49	M	20833	Disposed	2017-04-15	Common Stock (20833.0)	Direct

Footnotes

F1: Includes 19,777 shares of restricted stock granted to the reporting person on February 19, 2016 that vest on the third anniversary of the date of grant, February 19, 2019.

F2: 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 20,833 employee stock options that were granted to the reporting person on April 16, 2012. No shares were sold by the reporting person to satisfy the exercise price or the tax liability.

F3: The employee stock options vested in two equal biennial installments beginning on the second anniversary of the date of grant, April 16, 2014, and were fully vested as of April 16, 2016.