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: Goodwin Billy E (EVP, COO - Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-15	Common Stock	F	2827	$12.94	Disposed	129104	Direct
2020-02-16	Common Stock	F	4420	$12.94	Disposed	124684	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-13	Phantom Units	$	M	16062	Disposed		Common Stock (16062.0)	Direct

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 7,184 shares of restricted stock that were granted to the reporting person on February 15, 2017. No shares were sold by the reporting person to satisfy this tax liability.

F2: 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 11,231 shares of restricted stock that were granted to the reporting person on February 16, 2018. No shares were sold by the reporting person to satisfy this tax liability.

F3: Includes 11,231 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: 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.

F5: The phantom units vest in equal annual installments on the first, second and third anniversaries of the date of grant, February 13, 2019.