Matador Resources Co — Director's Dealing 2017

Feb 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Matador Resources Co (MTDR)
CIK: 0001520006
Period of Report: 2017-02-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-04	Common Stock	G	159210	—	Disposed	0	Indirect
2016-08-04	Common Stock	G	159210	—	Disposed	0	Indirect
2016-08-04	Common Stock	G	159210	—	Acquired	164186	Indirect
2016-08-04	Common Stock	G	159210	—	Acquired	323396	Indirect
2017-01-10	Common Stock	G	254504	—	Disposed	0	Indirect
2017-01-10	Common Stock	G	254504	—	Disposed	0	Indirect
2017-01-10	Common Stock	G	254504	—	Acquired	577900	Indirect
2017-01-10	Common Stock	G	254504	—	Acquired	832404	Indirect
2017-01-10	Common Stock	G	20680	—	Disposed	0	Indirect
2017-01-10	Common Stock	G	20680	—	Disposed	0	Indirect
2017-01-10	Common Stock	G	20680	—	Acquired	853084	Indirect
2017-01-10	Common Stock	G	20680	—	Acquired	873764	Indirect
2017-02-02	Common Stock	M	80208	$10.49	Acquired	222986	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-02	Employee Stock Option	$10.49	M	80208	Disposed	2017-04-15	Common Stock (80208.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
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: Represents a terminating distribution of a total of 159,210 shares from the JWF 2013-1 GRAT, pursuant to the terms of the trust, pro rata to each of 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").

F2: 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.

F3: 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.

F4: Represents a terminating distribution of a total of 159,210 shares from the NNF 2013-1 GRAT, pursuant to the terms of the trust, pro rata to each of the Non-GST Trusts.

F5: 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.

F6: Represents shares held of record collectively by 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.

F7: Represents a terminating distribution of a total of 254,504 shares from the JWF 2011-1 GRAT, pursuant to the terms of the trust, pro rata to each of the Non-GST Trusts.

F8: 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.

F9: Represents a terminating distribution of a total of 254,504 shares from the NNF 2011-1 GRAT, pursuant to the terms of the trust, pro rata to each of the Non-GST Trusts.

F10: 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.

F11: Represents a terminating distribution of a total of 20,680 shares from the JWF 2015-1 GRAT, pursuant to the terms of the trust, pro rata to each of the Non-GST Trusts.

F12: 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.

F13: Represents a terminating distribution of a total of 20,680 shares from the NNF 2015-1 GRAT, pursuant to the terms of the trust, pro rata to each of the Non-GST Trusts.

F14: 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.

F15: Amount of securities has been adjusted to reflect a previous over-reporting of 55,302 shares directly held by the reporting person.

F16: 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.

F17: 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.

F18: Includes 40,000 shares of restricted stock granted to the reporting person on March 8, 2013 that vest on the fourth anniversary of the date of grant.

F19: 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.

F20: Represents shares held of record by the reporting person's spouse through her Individual Retirement Account.

F21: Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.

F22: Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee.

F23: 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.

F24: 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.

F25: 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.

F26: 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.

F27: 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. Includes 80,753 shares gifted to the trust following their distribution from the JWF 2013-1 GRAT to its settlor as an annuity payment required by the terms of the JWF 2013-1 GRAT. Also includes 22,485 shares gifted to the trust following their distribution from the JWF 2014-2 GRAT to its settlor as an annuity payment required by the terms of the JWF 2014-2 GRAT. Also includes 57,204 shares gifted to the trust following their distribution from the JWF 2015-2 GRAT to its settlor as an annuity payment required by the terms of the JWF 2015-2 GRAT. Also includes 9,286 shares gifted to the JWF 2016-2 GRAT by its settlor.

F28: 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. Includes 80,753 shares gifted to the trust following their distribution from the NNF 2013-1 GRAT to its settlor as an annuity payment required by the terms of the NNF 2013-1 GRAT. Also includes 22,485 shares gifted to the trust following their distribution from the NNF 2014-2 GRAT to its settlor as an annuity payment required by the terms of the NNF 2014-2 GRAT. Also includes 57,204 shares gifted to the trust following their distribution from the NNF 2015-2 GRAT to its settlor as an annuity payment required by the terms of the NNF 2015-2 GRAT. Also includes 9,286 shares gifted to the NNF 2016-2 GRAT by its settlor.

F29: 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. Includes 116,374 shares gifted to the trust following their distribution from the JWF 2011-1 GRAT to its settlor as an annuity payment required by the terms of the JWF 2011-1 GRAT. Also includes 83,368 shares gifted to the trust following their distribution from the JWF 2015-1 GRAT to its settlor as an annuity payment required by the terms of the JWF 2015-1 GRAT. Also includes 126,027 shares gifted to the trust following their distribution from the JWF 2016-1 GRAT to its settlor as an annuity payment required by the terms of the JWF 2016-1 GRAT.

F30: 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. Includes 116,374 shares gifted to the trust following their distribution from the NNF 2011-1 GRAT to its settlor as an annuity payment required by the terms of the NNF 2011-1 GRAT. Also includes 83,368 shares gifted to the trust following their distribution from the NNF 2015-1 GRAT to its settlor as an annuity payment required by the terms of the NNF 2015-1 GRAT. Also includes 126,027 shares gifted to the trust following their distribution from the NNF 2016-1 GRAT to its settlor as an annuity payment required by the terms of the NNF 2016-1 GRAT.

F31: 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.

F32: 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.

F33: 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.

F34: The employee stock options were fully vested as of April 16, 2016.