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: Hairford Matthew V (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-15	Common Stock	F	4764	$12.94	Disposed	38788	Direct
2020-02-16	Common Stock	F	6187	$12.94	Disposed	32601	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-13	Phantom Units	$	M	19841	Disposed		Common Stock (19841.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	298898	Indirect
Common Stock	9500	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 12,106 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 15,723 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 15,723 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: 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 the Hairford Family Trust for which both the reporting person and his spouse are trustees.

F6: 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.

F7: The phantom units vest in equal annual installments on the first, second and third anniversaries of the date of grant, February 13, 2019.