Sec Form 3 Filing - Frenzel Michael D @ Matador Resources Co - 2022-03-31

FORM 3 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 Frenzel Michael D 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) SVP, Treasurer (PFO) (Last) (First) (Middle) 5400 LBJ FREEWAY, SUITE 1500 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2022 (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 65,682( 1 )( 2 )( 3 )( 4 ) D Common Stock 250 I Represents shares held of record by the reporting person's Individual Retirement Account Common Stock 1,000 I Represents shares held of record by the reporting person's Roth Individual Retirement 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 Employee Stock Option $ 29.68 ( 5 ) 02/15/2024 Common Stock 5,439 D Employee Stock Option $ 14.8 ( 6 ) 08/27/2025 Common Stock 20,000 D Phantom Units ( 8 ) ( 7 ) ( 7 ) Common Stock 1,809 D Phantom Units ( 8 ) ( 9 ) ( 9 ) Common Stock 2,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Frenzel Michael D 5400 LBJ FREEWAY SUITE 1500 DALLAS, TX75240 SVP, Treasurer (PFO) Signatures /s/ Michael D. Frenzel, by Brian J. Willey as attorney-in-fact 04/08/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 11,638 shares of restricted stock granted to the reporting person on February 17, 2022 that vest in equal installments on the first, second and third anniversaries of the date of grant. ( 2 )Includes 12,500 shares of restricted stock granted to the reporting person on June 4, 2021 that vest in equal installments on the first, second and third anniversaries of the date of grant. ( 3 )Includes 3,750 shares of restricted stock granted to the reporting person on June 22, 2020 that vest on the third anniversary of the date of grant. ( 4 )Includes 1,809 shares of restricted stock granted to the reporting person on April 29, 2019 that vest on the third anniversary of the date of grant. ( 5 )The employee stock options are fully vested and exercisable. ( 6 )As of the date of this report, 13,333 employee stock options are fully vested and exercisable and 6,667 employee stock options will vest on the third anniversary of the date of grant, August 28, 2019. ( 7 )The phantom units vest on the third anniversary of the date of grant, April 29, 2019. ( 8 )Each phantom unit is the economic equivalent of one share of common stock of Matador Resources Company. ( 9 )The phantom units vest in equal installments on the second and third anniversaries of the date of grant, June 22, 2020.

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).

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