Matador Resources Co — Director's Dealing 2019

Mar 11, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Matador Resources Co (MTDR)
CIK: 0001520006
Period of Report: 2019-03-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-08	Common Stock	M	10000	$15	Acquired	252345	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-08	Employee Stock Option	$15.0	M	10000	Disposed	2021-02-18	Common Stock (10000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1105913	Indirect
Common Stock	1177568	Indirect
Common Stock	339350	Indirect
Common Stock	335952	Indirect
Common Stock	4000	Indirect
Common Stock	125043	Indirect
Common Stock	125043	Indirect
Common Stock	39067	Indirect
Common Stock	39067	Indirect
Common Stock	131876	Indirect
Common Stock	131876	Indirect
Common Stock	390807	Indirect
Common Stock	390807	Indirect
Common Stock	105000	Indirect
Common Stock	40000	Indirect

Footnotes

F1: The reporting person paid $150,000 in cash to the Issuer in order to exercise the options. No shares were sold or forfeited by the reporting person to satisfy the exercise price or the tax liability.

F2: Includes 59,898 shares of restricted stock granted to the reporting person on February 16, 2018 that vest in equal annual installments on the second and third anniversaries of the date of grant.

F3: Includes 18,648 shares of restricted stock granted to the reporting person on February 15, 2017 that vest on the third 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 by Sage Resources, Ltd., which is a limited partnership owned by the reporting person's family, including the reporting person.

F6: 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.

F7: Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.

F8: Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee.

F9: Represents shares held of record by the reporting person's spouse through her Individual Retirement Account.

F10: Represents shares held of record by the JWF 2017-2 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 2017-2 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 2018-1 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 2018-1 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 2018-2 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 2018-2 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 2019-1 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 2019-1 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 Joseph Donald 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: The employee stock options vested on the third anniversary of the date of grant and were fully vested as of February 19, 2019.