Matador Resources Co — Director's Dealing 2022

Feb 16, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Matador Resources Co (MTDR)
CIK: 0001520006
Period of Report: 2022-02-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-13	Common Stock	G	59807	—	Disposed	0	Indirect
2022-01-13	Common Stock	G	59807	—	Disposed	0	Indirect
2022-01-13	Common Stock	G	59807	—	Acquired	1137375	Indirect
2022-01-13	Common Stock	G	59807	—	Acquired	1197182	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-13	Phantom Units	$	M	37793	Disposed		Common Stock (37793.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2900	Direct
Common Stock	2412	Indirect
Common Stock	446519	Indirect
Common Stock	415587	Indirect
Common Stock	1105913	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: Represents a terminating distribution of a total of 59,807 shares from the JWF 2020-1 GRAT, pursuant to the terms of the trust, pro rata to each of the LRF 2011 Non-GST Trust, WJF 2011 Non-GST Trust, SIF 2011 Non-GST Trust and MCF 2011 Non-GST Trust (collectively, the "Non-GST Trusts").

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 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.

F4: Represents a terminating distribution of a total of 59,807 shares from the NNF 2020-1 GRAT, pursuant to the terms of the trust, pro rata to each of the Non-GST Trusts.

F5: 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.

F6: Represents shares held of record collectively by 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: Amount of shares reported includes shares held of record by the reporting person following a terminating distribution from the JWF 2020-1 GRAT to its settlor, the contribution of shares by the reporting person to the JWF 2022-1 GRAT and the subsequent contribution of shares by the reporting person to the Foran 2012 Savings Trust, pursuant to the terms of such trusts, as described below.

F8: Amount of shares reported includes shares held of record by the reporting person's spouse following a terminating distribution from the NNF 2020-1 GRAT to its settlor, the contribution of shares by the reporting person's spouse to the NNF 2022-1 GRAT and the subsequent contribution of shares by the reporting person's spouse to the Foran 2012 Security Trust, pursuant to the terms of such trusts, as described below.

F9: Amount of shares reported reflects the total number of shares held by the trust following the contribution of shares by the reporting person to the trust, pursuant to the terms thereof.

F10: Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.

F11: Amount of shares reported reflects the total number of shares held by the trust following the contribution of shares by the reporting person's spouse to the trust, pursuant to the terms thereof.

F12: Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee.

F13: 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.

F14: 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.

F15: 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.

F16: 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.

F17: 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.

F18: 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.

F19: 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.

F20: 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. Includes 44,064 shares gifted to the trust following their distribution from the JWF 2020-1 GRAT to its settlor and 54,030 shares gifted to the trust following their distribution from the JWF 2021-1 GRAT to its settlor, each being annuity payments required by the terms of the respective trusts. Also includes 100,365 shares gifted to the JWF 2022-1 GRAT by its settlor.

F21: 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. Includes 44,064 shares gifted to the trust following their distribution from the NNF 2020-1 GRAT to its settlor and 54,030 shares gifted to the trust following their distribution from the NNF 2021-1 GRAT to its settlor, each being annuity payments required by the terms of the respective trusts. Also includes 100,365 shares gifted to the NNF 2022-1 GRAT by its settlor.

F22: 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, 2022 vesting of such award, the reporting person settled the phantom units for cash at a rate of $44.33 per unit based upon the closing price of the Issuer's common stock on February 11, 2022. No shares of common stock were issued to nor sold by the reporting person pursuant to this transaction.

F23: The phantom units vest in equal annual installments on the first, second and third anniversaries of the date of grant, February 13, 2019.