Matador Resources Co — Director's Dealing 2017

Mar 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Matador Resources Co (MTDR)
CIK: 0001520006
Period of Report: 2017-03-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-29	Common Stock	M	87500	$8.21	Acquired	366429	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-29	Employee Stock Option	$8.21	M	87500	Disposed	2018-03-07	Common Stock (87500.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	873764	Indirect
Common Stock	1084933	Indirect
Common Stock	4000	Indirect
Common Stock	165050	Indirect
Common Stock	43750	Indirect
Common Stock	51807	Indirect
Common Stock	51807	Indirect
Common Stock	261391	Indirect
Common Stock	261391	Indirect
Common Stock	169728	Indirect
Common Stock	169728	Indirect
Common Stock	325769	Indirect
Common Stock	325769	Indirect
Common Stock	119500	Indirect
Common Stock	50000	Indirect
Common Stock	270	Indirect

Footnotes

F1: Includes 55,943 shares of restricted stock granted to the reporting person on February 15, 2017 that vest in equal annual installments on the first, second and third anniversaries of the date of the grant.

F2: Includes 94,230 shares of restricted stock granted to the reporting person on February 19, 2016 that vest on the third anniversary of the date of grant.

F3: Includes 8,547 shares of restricted stock granted to the reporting person on March 7, 2014 that vest on the fourth anniversary of the date of grant.

F4: 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.

F5: Represents shares held of record collectively by the LRF 2011 Non-GST Trust, WJF 2011 Non-GST Trust, JNF 2011 Non-GST Trust, SIF 2011 Non-GST Trust and MCF 2011 Non-GST Trust (collectively, the "Non-GST Trusts"). The reporting person and his spouse, as settlors of each of the Non-GST Trusts, retain the power of substitution with respect to the property of the Non-GST Trusts.

F6: 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.

F7: Represents shares held of record by the reporting person's spouse through her Individual Retirement Account.

F8: Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.

F9: Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee.

F10: Represents shares held of record by the JWF 2015-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

F11: Represents shares held of record by the NNF 2015-2 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 JWF 2016-1 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 NNF 2016-1 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 JWF 2016-2 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 NNF 2016-2 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 JWF 2017-1 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 NNF 2017-1 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 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.

F19: 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.

F20: 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.

F21: The employee stock options vested in two equal biennial installments and were fully vested as of March 8, 2017.