Sec Form 4 Filing - Foran Joseph Wm @ Matador Resources Co - 2021-01-19

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) 01/19/2021 (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 31,279 ( 1 ) D Common Stock 1,105,913 ( 2 ) I See footnote ( 3 ) Common Stock 1,177,568 ( 2 ) I See footnote ( 4 ) Common Stock 435,566 ( 2 ) I See footnote ( 5 ) Common Stock 389,634 ( 2 ) I See footnote ( 6 ) Common Stock 17,488 ( 2 ) I See footnote ( 7 ) Common Stock 60,796 ( 2 ) I See footnote ( 8 ) Common Stock 60,796 ( 2 ) I See footnote ( 9 ) Common Stock 114,236 ( 2 ) I See footnote ( 10 ) Common Stock 114,236 ( 2 ) I See footnote ( 11 ) Common Stock 473,217 ( 2 ) I See footnote ( 12 ) Common Stock 473,217 ( 2 ) I See footnote ( 13 ) Common Stock 290,000 ( 2 ) I See footnote ( 14 ) Common Stock 290,000 ( 2 ) I See footnote ( 15 ) Common Stock 105,000 ( 2 ) I See footnote ( 16 ) Common Stock 40,000 ( 2 ) I See footnote ( 17 )

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 Employee Stock Option $ 15 01/19/2021 D 15,465 ( 18 ) 02/18/2021 Common Stock 15,465 $ 1.46 ( 19 ) 0 ( 20 ) D

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 01/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 29,949 shares of restricted stock granted to the reporting person on February 16, 2018 that vest on the third anniversary of the date of grant. Also reflects the tot al number of shares directly held by the reporting person following a distribution from the JWF 2020-1 GRAT to its settlor as an annuity payment required by the terms thereof and the subsequent contribution of shares by the reporting person to the Foran 2012 Savings Trust, pursuant to the terms thereof. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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's spouse to the trust, pursuant to the terms thereof. ( 7 )Represents shares held of record by the reporting person's spouse. Includes shares held by the reporting person's spouse following a distribution from the NNF 2020-1 GRAT to its settlor as an annuity payment required by the terms thereof and the subsequent contribution of shares by the reporting person's spouse to the Foran 2012 Security Trust, pursuant to the terms thereof. ( 8 )Represents shares held of record by the JWF 2019-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. ( 9 )Represents shares held of record by the NNF 2019-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. ( 10 )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. ( 11 )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. ( 12 )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. ( 13 )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. ( 14 )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. Includes 168,156 shares gifted to the trust following their distribution from the JWF 2019-1 GRAT to its settlor as an annuity payment required by the terms thereof. Also includes 121,844 shares gifted to the trust following their distribution from the JWF 2020-1 GRAT to its settlor as an annuity payment required by the terms thereof. ( 15 )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. Includes 168,156 shares gifted to the trust following their distribution from the NNF 2019-1 GRAT to its settlor as an annuity payment required by the terms thereof. Also includes 121,844 shares gifted to the trust following their distribution from the NNF 2020-1 GRAT to its settlor as an annuity payment required by the terms thereof. ( 16 )Represents shares held of record by The Joseph Donald 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. ( 17 )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. ( 18 )The employee stock options vested on the third anniversary of the date of grant, February 19, 2019. ( 19 )The employee stock options were cancelled by mutual agreement of the reporting person and the Issuer. The reporting person received $1.46 per share for the cancellation of the in-the-money options, equaling the positive difference between the closing price of the Issuer's common stock on the date of cancellation and the exercise price of the options. ( 20 )The reporting person received a grant of 235,465 options on February 19, 2016 and exercised, via cash payments, 220,000 of such options following their vesting in 2019. The 15,465 options cancelled as of January 19, 2021 represent the remainder of such outstanding options.

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.