SEC Form 4 · accession 0001209191-15-024320
Matador Resources Co · MTDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph Wm Foran
Officer — Chairman and CEO · Director
Period of report
Mar 6, 2015
Accepted (ET)
Mar 9, 2015 · 8:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001520006
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Mar 6, 2015 | J | 16,000 | $0.00 | D | 119,500 | I | See footnote |
| Common StockF4,F5,F6,F7,F8 | holding | — | — | — | 121,250 | D | ||
| Common StockF2,F9 | holding | — | — | — | 1,084,933 | I | See footnote | |
| Common StockF2,F10 | holding | — | — | — | 4,000 | I | See footnote | |
| Common StockF2,F11 | holding | — | — | — | 524,053 | I | See footnote | |
| Common StockF2,F12 | holding | — | — | — | 524,053 | I | See footnote | |
| Common StockF2,F13 | holding | — | — | — | 312,190 | I | See footnote | |
| Common StockF2,F14 | holding | — | — | — | 312,190 | I | See footnote | |
| Common StockF2,F15 | holding | — | — | — | 82,077 | I | See footnote | |
| Common StockF2,F16 | holding | — | — | — | 82,077 | I | See footnote | |
| Common StockF2,F17 | holding | — | — | — | 59,269 | I | See footnote | |
| Common StockF2,F18 | holding | — | — | — | 59,269 | I | See footnote | |
| Common StockF2,F19 | holding | — | — | — | 231,051 | I | See footnote | |
| Common StockF2,F20 | holding | — | — | — | 231,051 | I | See footnote | |
| Common StockF2,F21 | holding | — | — | — | 158,550 | I | See footnote | |
| Common StockF2,F22 | holding | — | — | — | 37,250 | I | See footnote | |
| Common StockF2,F23 | holding | — | — | — | 50,000 | I | See footnote | |
| Common StockF2,F24 | holding | — | — | — | 270 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares distributed from the Don Foran Family Trust 2008 to its beneficiaries or their designees.
- F10Represents shares held of record by the reporting person's spouse through her Individual Retirement Account.
- F11Represents shares held of record by the JWF 2011-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
- F12Represents shares held of record by the NNF 2011-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
- F13Represents shares held of record by the JWF 2013-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
- F14Represents shares held of record by the NNF 2013-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
- F15Represents shares held of record by the JWF 2014-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
- F16Represents shares held of record by the NNF 2014-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
- F17Represents shares held of record by the JWF 2014-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
- F18Represents shares held of record by the NNF 2014-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
- F19Represents shares held of record by the JWF 2015-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 151,240 shares gifted to the trust following their distribution from the JWF 2011-1 GRAT to its settlor as an annuity payment required by the terms of the JWF 2011-1 GRAT. Also includes 79,811 shares gifted to the trust following their distribution from the JWF 2014-1 GRAT to its settlor as an annuity payment required by the terms of the JWF 2014-1 GRAT.
- F2The 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.
- F20Represents shares held of record by the NNF 2015-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 151,240 shares gifted to the trust following their distribution from the NNF 2011-1 GRAT to its settlor as an annuity payment required by the terms of the NNF 2011-1 GRAT. Also includes 79,811 shares gifted to the trust following their distribution from the NNF 2014-1 GRAT to its settlor as an annuity payment required by the terms of the NNF 2014-1 GRAT.
- F21Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.
- F22Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee.
- F23Represents 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.
- F24Represents 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.
- F3Represents 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.
- F4Includes 17,094 shares of restricted stock granted to the reporting person on March 7, 2014. Such shares of restricted stock will vest in two equal biennial installments beginning on the second anniversary of the date of grant, March 7, 2016.
- F5Includes 40,000 shares of restricted stock granted to the reporting person on March 8, 2013. Such shares of restricted stock will vest on the fourth anniversary of the date of grant, March 8, 2017.
- F6Includes 10,026 shares of restricted stock granted to the reporting person on April 16, 2012 that vest on the fourth anniversary of the date of grant, April 16, 2016.
- F7Includes 20,052 shares of restricted stock granted to the reporting person on April 16, 2012. Such shares of restricted stock will vest following the third anniversary of the date of grant, April 16, 2015, in an amount to be determined based upon the achievement of certain performance conditions as specified in the reporting person's award agreement.
- F8Includes 20,052 restricted stock units granted to the reporting person on April 16, 2012. Such restricted stock units will vest, and an applicable number of shares of common stock will be deliverable to the reporting person, following the third anniversary of the date of grant, April 16, 2015, in an amount to be determined based upon the achievement of certain performance conditions as specified in the reporting person's award agreement.
- F9Represents shares held of record by Sage Resources, Ltd., which is a limited partnership owned by the reporting person's family, including the reporting person.