Matador Resources Co — Director's Dealing 2020

May 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Matador Resources Co (MTDR)
CIK: 0001520006
Period of Report: 2020-04-29

Reporting Person: Macalik Robert T (SVP, Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-29	Common Stock	F	624	$6.70	Disposed	42093	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-29	Phantom Units	$	M	2562	Disposed		Common Stock (2562.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27175	Indirect

Footnotes

F1: Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy tax liability based upon the vesting of 2,562 shares of restricted stock that were granted to the reporting person on April 29, 2019. No shares were sold by the reporting person to satisfy this tax liability.

F2: Includes 5,126 shares of restricted stock granted to the reporting person on April 29, 2019 that vest in equal installments on the second and third anniversaries of the date of grant.

F3: Includes 5,990 shares of restricted stock granted to the reporting person on February 16, 2018 that vest on the third anniversary of the date of grant.

F4: Includes 6,973 shares of restricted stock granted to the reporting person on July 6, 2017 that vest on the third anniversary of the date of grant.

F5: Each phantom unit is the economic equivalent of one share of the Issuer's common stock. As required by the terms of the award, upon the April 29, 2020 partial vesting of such award, the reporting person settled the phantom units for cash at a rate of $6.70 per unit based upon the closing price of the Issuer's common stock on such date. No shares of common stock were issued to nor sold by the reporting person pursuant to this transaction.

F6: The phantom units vest in equal annual installments on the first, second and third anniversaries of the date of grant, April 29, 2019.