Matador Resources Co — Director's Dealing 2022

Apr 11, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Matador Resources Co (MTDR)
CIK: 0001520006
Period of Report: 2022-04-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-11	Common Stock	G	2900	—	Disposed	0	Direct
2022-03-11	Common Stock	G	2412	—	Disposed	0	Indirect
2022-03-11	Common Stock	G	1688	—	Disposed	413899	Indirect
2022-04-07	Common Stock	M	108003	$27.26	Acquired	108003	Direct
2022-04-07	Common Stock	F	75783	$53.65	Disposed	32220	Direct
2022-04-07	Common Stock	M	105485	$29.68	Acquired	137705	Direct
2022-04-07	Common Stock	F	76902	$53.65	Disposed	60803	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-04-07	Employee Stock Option	$27.26	M	108003	Disposed	2023-02-14	Common Stock (108003.0)	Direct
2022-04-07	Employee Stock Option	$29.68	M	105485	Disposed	2024-02-15	Common Stock (105485.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1105913	Indirect
Common Stock	1137182	Indirect
Common Stock	446519	Indirect
Common Stock	388131	Indirect
Common Stock	388131	Indirect
Common Stock	235970	Indirect
Common Stock	235970	Indirect
Common Stock	145882	Indirect
Common Stock	145882	Indirect
Common Stock	198459	Indirect
Common Stock	198459	Indirect

Footnotes

F1: Reflects the gift of common stock to a charitable donor advised fund.

F2: Represents shares held of record by the reporting person's spouse.

F3: 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.

F4: Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee.

F5: Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy the exercise price and tax liability upon the exercise of 108,003 employee stock options that were granted to the reporting person on February 15, 2017. No shares were sold by the reporting person to satisfy the exercise price or the tax liability.

F6: Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy the exercise price and tax liability upon the exercise of 105,485 employee stock options that were granted to the reporting person on February 16, 2018. No shares were sold by the reporting person to satisfy the exercise price or the tax liability.

F7: 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.

F8: 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.

F9: Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.

F10: 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.

F11: 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.

F12: 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.

F13: 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.

F14: 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.

F15: 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.

F16: Represents shares held of record by the JWF 2022-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

F17: Represents shares held of record by the NNF 2022-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

F18: 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.

F19: 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 16, 2021.