Matador Resources Co — Director's Dealing 2021

Dec 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Matador Resources Co (MTDR)
CIK: 0001520006
Period of Report: 2021-12-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-15	Common Stock	M	36683	$27.26	Acquired	67450	Direct
2021-12-15	Common Stock	F	3760	$36.86	Disposed	63690	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-15	Employee Stock Option	$27.26	M	36683	Disposed	2023-02-14	Common Stock (36683.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1105913	Indirect
Common Stock	1077568	Indirect
Common Stock	438566	Indirect
Common Stock	407634	Indirect
Common Stock	114236	Indirect
Common Stock	114236	Indirect
Common Stock	388131	Indirect
Common Stock	388131	Indirect
Common Stock	290000	Indirect
Common Stock	290000	Indirect
Common Stock	145882	Indirect
Common Stock	145882	Indirect

Footnotes

F1: The reporting person exercised 36,683 employee stock options that were granted to him on February 15, 2017 and paid a total of $999,978.58 in cash to purchase the shares of common stock associated with such options.

F2: Reflects the total number of shares directly held by the reporting person including contributions of shares from the reporting person to the Foran 2012 Savings Trust and the Foran 2012 Security Trust, each pursuant to the terms thereof.

F3: Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy the tax liability upon the exercise of 36,683 employee stock options. No shares were sold by the reporting person to satisfy the tax liability.

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. Includes shares held by the trust following a contribution of shares by the reporting person to the trust, pursuant to the terms thereof.

F8: Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee. Includes shares held by the trust following a contribution of shares by the reporting person and by the reporting person's spouse to the trust, pursuant to the terms thereof.

F9: 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.

F10: 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.

F11: Represents shares held of record by the JWF 2020-2 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 NNF 2020-2 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 JWF 2021-1 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 NNF 2021-1 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 JWF 2021-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 60,796 shares gifted to the trust following their distribution from the JWF 2019-2 GRAT to its settlor as an annuity payment required by the terms thereof. Also includes 85,086 shares gifted to the trust following their distribution from the JWF 2020-2 GRAT to its settlor as an annuity payment required by the terms thereof.

F16: Represents shares held of record by the NNF 2021-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 60,796 shares gifted to the trust following their distribution from the NNF 2019-2 GRAT to its settlor as an annuity payment required by the terms thereof. Also includes 85,086 shares gifted to the trust following their distribution from the NNF 2020-2 GRAT to its settlor as an annuity payment required by the terms thereof.

F17: The employee stock options vested in equal annual installments on the first, second and third anniversaries of the date of grant and were fully vested as of February 15, 2020.