Sec Form 4 Filing - Foran Joseph Wm @ Matador Resources Co - 2022-04-07

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
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)
04/07/2022
(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 03/11/2022 G( 1 ) V 2,900 D $ 0 0 D
Common Stock 03/11/2022 G( 1 ) V 2,412 D $ 0 0 I See footnote( 2 )
Common Stock 03/11/2022 G( 1 ) V 1,688 D $ 0 413,899( 3 ) I See footnote( 4 )
Common Stock 04/07/2022 M 108,003 A $ 27.26 108,003 D
Common Stock 04/07/2022 F 75,783( 5 ) D $ 53.65 32,220 D
Common Stock 04/07/2022 M 105,485 A $ 29.68 137,705 D
Common Stock 04/07/2022 F 76,902( 6 ) D $ 53.65 60,803 D
Common Stock 1,105,913( 3 ) I See footnote( 7 )
Common Stock 1,137,182( 3 ) I See footnote( 8 )
Common Stock 446,519( 3 ) I See footnote( 9 )
Common Stock 388,131( 3 ) I See footnote( 10 )
Common Stock 388,131( 3 ) I See footnote( 11 )
Common Stock 235,970( 3 ) I See footnote( 12 )
Common Stock 235,970( 3 ) I See footnote( 13 )
Common Stock 145,882( 3 ) I See footnote( 14 )
Common Stock 145,882( 3 ) I See footnote( 15 )
Common Stock 198,459( 3 ) I See footnote( 16 )
Common Stock 198,459( 3 ) 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 $ 27.26 04/07/2022 M 108,003 ( 18 ) 02/14/2023 Common Stock 108,003 $ 0 0 D
Employee Stock Option $ 29.68 04/07/2022 M 105,485 ( 19 ) 02/15/2024 Common Stock 105,485 $ 0 0 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 Brian J. Willey as attorney-in-fact 04/11/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the gift of common stock to a charitable donor advised fund.
( 2 )Represents shares held of record by the reporting person's spouse.
( 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 by the Foran 2012 Security Trust for which the reporting person is the trustee.
( 5 )Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy the exercise price and tax liability upon the exercise of 108,003 employee stock options that were granted to the reporting person on February 15, 2017. No shares were sold by the reporting person to satisfy the exercise price or the tax liability.
( 6 )Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy the exercise price and tax liability upon the exercise of 105,485 employee stock options that were granted to the reporting person on February 16, 2018. No shares were sold by the reporting person to satisfy the exercise price or the tax liability.
( 7 )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.
( 8 )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.
( 9 )Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.
( 10 )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.
( 11 )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.
( 12 )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.
( 13 )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.
( 14 )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.
( 15 )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.
( 16 )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.
( 17 )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.
( 18 )The employee stock options vested in equal annual installments on the first, second and third anniversaries of the date of grant and were fully vested as of February 15, 2020.
( 19 )The employee stock options vested in equal annual installments on the first, second and third anniversaries of the date of grant and were fully vested as of February 16, 2021.

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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