Matador Resources Co — Director's Dealing 2023

Jan 4, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Matador Resources Co (MTDR)
CIK: 0001520006
Period of Report: 2022-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-22	Common Stock	G	350292	—	Disposed	0	Indirect
2022-08-22	Common Stock	G	350292	—	Disposed	0	Indirect
2022-08-23	Common Stock	G	350292	—	Acquired	350292	Indirect
2022-08-23	Common Stock	G	350292	—	Acquired	700584	Indirect
2022-12-31	Common Stock	A	278705	—	Acquired	279139	Direct
2022-12-31	Common Stock	F	109671	$57.24	Disposed	169468	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Indirect
Common Stock	454047	Indirect
Common Stock	417220	Indirect
Common Stock	1137182	Indirect
Common Stock	1105913	Indirect
Common Stock	235970	Indirect
Common Stock	235970	Indirect
Common Stock	113873	Indirect
Common Stock	113873	Indirect
Common Stock	198459	Indirect
Common Stock	198459	Indirect
Common Stock	94825	Indirect
Common Stock	94825	Indirect

Footnotes

F1: Represents a terminating distribution of a total of 350,292 shares from the JWF 2020-2 GRAT, pursuant to the terms of the trust, pro rata to each of the LRF 2020 Non-GST Trust, WJF 2020 Non-GST Trust, SIF 2020 Non-GST Trust and MCF 2020 Non-GST Trust (collectively, the "2020 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 2020-2 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 350,292 shares from the NNF 2020-2 GRAT, pursuant to the terms of the trust, pro rata to each of the 2020 Non-GST Trusts.

F5: 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.

F6: Represents shares held of record collectively by the 2020 Non-GST Trusts. The reporting person and his spouse, as settlors of each of the 2020 Non-GST Trusts, retain the power of substitution with respect to the property of the 2020 Non-GST Trusts.

F7: Represents shares received in settlement of performance stock units granted to the reporting person on March 10, 2020 (the "2020 Performance Stock Grant"), which settled at 175% of target based upon the Issuer's relative total shareholder return over a three-year performance period from January 1, 2020 to December 31, 2022.

F8: Amount of shares reported includes shares held of record by the reporting person following a terminating distribution from the JWF 2020-2 GRAT to its settlor, the contribution of shares by the reporting person to the JWF 2022-2 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.

F9: Includes shares acquired pursuant to the Issuer's Employee Stock Purchase Plan. Such acquisitions are exempt under Rule 16b-3.

F10: Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy tax liability upon settlement of the 2020 Performance Stock Grant. No shares were sold by the reporting person to satisfy this tax liability.

F11: Amount of shares reported includes shares held of record by the reporting person's spouse following a terminating distribution from the NNF 2020-2 GRAT to its settlor, the contribution of shares by the reporting person's spouse to the NNF 2022-2 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.

F12: 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.

F13: Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.

F14: 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.

F15: Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee.

F16: 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 "2011 Non-GST Trusts"). The reporting person and his spouse, as settlors of each of the 2011 Non-GST Trusts, retain the power of substitution with respect to the property of the 2011 Non-GST Trusts.

F17: 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.

F18: 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.

F19: 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.

F20: 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.

F21: 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.

F22: 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.

F23: 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.

F24: Represents shares held of record by the JWF 2022-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 37,839 shares gifted to the trust following their distribution from the JWF 2020-2 GRAT to its settlor and 32,009 shares gifted to the trust following their distribution from the JWF 2021-2 GRAT to its settlor, each being annuity payments required by the terms of the respective trusts. Also includes 24,977 shares gifted to the JWF 2022-2 GRAT by its settlor.

F25: Represents shares held of record by the NNF 2022-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 37,839 shares gifted to the trust following their distribution from the NNF 2020-2 GRAT to its settlor and 32,009 shares gifted to the trust following their distribution from the NNF 2021-2 GRAT to its settlor, each being annuity payments required by the terms of the respective trusts. Also includes 24,977 shares gifted to the NNF 2022-2 GRAT by its settlor.