Sec Form 4 Filing - Foran Joseph Wm @ Matador Resources Co - 2017-06-09

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Foran Joseph Wm
2. Issuer Name and Ticker or Trading Symbol
Matador Resources Co [ MTDR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
5400 LBJ FREEWAY, SUITE 1500
3. Date of Earliest Transaction (MM/DD/YY)
06/09/2017
(Street)
DALLAS, TX75240
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/09/2017 S 11,000 ( 1 ) D $ 23.12 ( 2 ) 862,764 ( 3 ) I See footnote ( 4 )
Common Stock 454,186 ( 5 ) ( 6 ) ( 7 ) D
Common Stock 1,084,933 ( 3 ) I See footnote ( 8 )
Common Stock 4,000 ( 3 ) I See footnote ( 9 )
Common Stock 165,050 ( 3 ) I See footnote ( 10 )
Common Stock 43,750 ( 3 ) I See footnote ( 11 )
Common Stock 51,807 ( 3 ) I See footnote ( 12 )
Common Stock 51,807 ( 3 ) I See footnote ( 13 )
Common Stock 261,391 ( 3 ) I See footnote ( 14 )
Common Stock 261,391 ( 3 ) I See footnote ( 15 )
Common Stock 169,728 ( 3 ) I See footnote ( 16 )
Common Stock 169,728 ( 3 ) I See footnote ( 17 )
Common Stock 325,769 ( 3 ) I See footnote ( 18 )
Common Stock 325,769 ( 3 ) I See footnote ( 19 )
Common Stock 119,500 ( 3 ) I See footnote ( 20 )
Common Stock 50,000 ( 3 ) I See footnote ( 21 )
Common Stock 270 ( 3 ) I See footnote ( 22 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Foran Joseph Wm
5400 LBJ FREEWAY
SUITE 1500
DALLAS, TX75240
X Chairman and CEO
Signatures
/s/ Joseph Wm. Foran, by Kyle A. Ellis as attorney-in-fact 06/13/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents a sale of 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 beneficiaries of which are the reporting person's adult children. The decision to sell such shares was made by the trustee of the Non-GST Trusts, and the reporting person received n o proceeds from the sale.
( 2 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.06 to $23.17 per share, inclusive. The reporting person shall provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price.
( 3 )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.
( 4 )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.
( 5 )Includes 55,943 shares of restricted stock granted to the reporting person on February 15, 2017 that vest in equal annual installments on the first, second and third anniversaries of the date of grant.
( 6 )Includes 94,230 shares of restricted stock granted to the reporting person on February 19, 2016 that vest on the third anniversary of the date of grant.
( 7 )Includes 8,547 shares of restricted stock granted to the reporting person on March 7, 2014 that vest on the fourth anniversary of the date of grant.
( 8 )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.
( 9 )Represents shares held of record by the reporting person's spouse through her Individual Retirement Account.
( 10 )Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.
( 11 )Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee.
( 12 )Represents shares held of record by the JWF 2015-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
( 13 )Represents shares held of record by the NNF 2015-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
( 14 )Represents shares held of record by the JWF 2016-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
( 15 )Represents shares held of record by the NNF 2016-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
( 16 )Represents shares held of record by the JWF 2016-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
( 17 )Represents shares held of record by the NNF 2016-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
( 18 )Represents shares held of record by the JWF 2017-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
( 19 )Represents shares held of record by the NNF 2017-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
( 20 )Represents shares held of record by The Don Foran Family Trust 2008, for which the reporting person is the co-trustee and over which the reporting person has shared voting and investment power with other members of his family.
( 21 )Represents shares held of record by The Foran Family Special Needs Trust for which the reporting person is the co-trustee and over which the reporting person has shared voting and investment power with other members of his family.
( 22 )Represents shares held of record by the Individual Retirement Account of the reporting person's adult child, who gave the reporting person investment power over such shares through a revocable power of attorney.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.