Sec Form 4 Filing - Goodwin Billy E @ Matador Resources Co - 2021-02-13

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Goodwin Billy E
2. Issuer Name and Ticker or Trading Symbol
Matador Resources Co [ MTDR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, COO - Operations
(Last) (First) (Middle)
5400 LBJ FREEWAY, SUITE 1500
3. Date of Earliest Transaction (MM/DD/YY)
02/13/2021
(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 02/16/2021 F 4,420 ( 1 ) D $ 20.07 135,264 D
Common Stock 5,000 I Represents shares held of record by the reporting person's 401(k) account
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
Phantom Units ( 2 ) 02/13/2021 M 16,062 ( 3 ) ( 3 ) Common Stock 16,062 $ 0 16,062 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Goodwin Billy E
5400 LBJ FREEWAY
SUITE 1500
DALLAS, TX75240
EVP, COO - Operations
Signatures
/s/ Billy E. Goodwin, by Kyle A. Ellis as attorney-in-fact 02/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy tax liability based upon the vesting of 11,231 shares of restricted stock that were granted to the reporting person on February 16, 2018. No shares were sold by the reporting person to satisfy this tax liability.
( 2 )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, 2021 partial vesting of such award, the reporting person settled the phantom units for cash at a rate of $19.84 per unit based upon the closing price of the Issuer's common stock on February 12, 2021. No shares of common stock were issued to nor sold by the reporting person pursuant to this transaction.
( 3 )The phantom units vest in equal annual installments on the first, second and third anniversaries of the date of grant, February 13, 2019.

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).

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