Matador Resources Co — Director's Dealing 2020

Feb 19, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Matador Resources Co (MTDR)
CIK: 0001520006
Period of Report: 2020-02-13

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-13	Phantom Units	$	M	37793	Disposed		Common Stock (37793.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	78547	Direct
Common Stock	1105913	Indirect
Common Stock	1177568	Indirect
Common Stock	394928	Indirect
Common Stock	375984	Indirect
Common Stock	4000	Indirect
Common Stock	168156	Indirect
Common Stock	168156	Indirect
Common Stock	324013	Indirect
Common Stock	324013	Indirect
Common Stock	261718	Indirect
Common Stock	261718	Indirect
Common Stock	105000	Indirect
Common Stock	40000	Indirect

Footnotes

F1: Includes 29,949 shares of restricted stock granted to the reporting person on February 16, 2018 that vest on the third anniversary of the date of grant.

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 Sage Resources, Ltd., which is a limited partnership owned by the reporting person's family, including the reporting person.

F4: 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.

F5: Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.

F6: Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee.

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 JWF 2019-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

F9: 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.

F10: Represents shares held of record by the JWF 2019-2 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 2019-2 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 2020-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 39,067 shares gifted to the trust following their distribution from the JWF 2018-1 GRAT to its settlor as an annuity payment required by the terms of the JWF 2018-1 GRAT. Also includes 222,651 shares gifted to the trust following their distribution from the JWF 2019-1 GRAT to its settlor as an annuity payment required by the terms of the JWF 2019-1 GRAT.

F13: Represents shares held of record by the NNF 2020-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 39,067 shares gifted to the trust following their distribution from the NNF 2018-1 GRAT to its settlor as an annuity payment required by the terms of the NNF 2018-1 GRAT. Also includes 222,651 shares gifted to the trust following their distribution from the NNF 2019-1 GRAT to its settlor as an annuity payment required by the terms of the NNF 2019-1 GRAT.

F14: 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.

F15: 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.

F16: 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 February 13, 2020 partial vesting of such award, the reporting person settled the phantom units for cash at a rate of $13.01 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.

F17: The phantom units vest in equal annual installments on the first, second and third anniversaries of the date of grant, February 13, 2019.