SEC Form 4 · accession 0001520006-16-000237
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
Feb 19, 2016
Accepted (ET)
Feb 23, 2016 · 9:48 pm EST
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 | Jan 7, 2016 | G | 2,488 | $0.00 | D | 0 | I | See footnote |
| Common StockF4,F2,F5 | Jan 7, 2016 | G | 2,488 | $0.00 | D | 0 | I | See footnote |
| Common StockF1,F2,F6 | Jan 7, 2016 | G | 2,488 | $0.00 | A | 2,488 | I | See footnote |
| Common StockF4,F2,F6 | Jan 7, 2016 | G | 2,488 | $0.00 | A | 4,976 | I | See footnote |
| Common StockF7,F8,F9,F10 | Feb 19, 2016 | A | 94,230 | $0.00 | A | 216,652 | D | |
| Common StockF2,F11 | holding | — | — | — | 1,084,933 | I | See footnote | |
| Common StockF2,F12 | holding | — | — | — | 4,000 | I | See footnote | |
| Common StockF2,F13 | holding | — | — | — | 165,050 | I | See footnote | |
| Common StockF2,F14 | holding | — | — | — | 43,750 | I | See footnote | |
| Common StockF2,F15 | holding | — | — | — | 370,878 | I | See footnote | |
| Common StockF2,F16 | holding | — | — | — | 370,878 | I | See footnote | |
| Common StockF2,F17 | holding | — | — | — | 239,963 | I | See footnote | |
| Common StockF2,F18 | holding | — | — | — | 239,963 | I | See footnote | |
| Common StockF2,F19 | holding | — | — | — | 22,485 | I | See footnote | |
| Common StockF2,F20 | holding | — | — | — | 22,485 | I | See footnote | |
| Common StockF2,F21 | holding | — | — | — | 104,048 | I | See footnote | |
| Common StockF2,F22 | holding | — | — | — | 104,048 | I | See footnote | |
| Common StockF2,F23 | holding | — | — | — | 109,011 | I | See footnote | |
| Common StockF2,F24 | holding | — | — | — | 109,011 | I | See footnote | |
| Common StockF2,F25 | holding | — | — | — | 387,418 | I | See footnote | |
| Common StockF2,F26 | holding | — | — | — | 387,418 | I | See footnote | |
| Common StockF2,F27 | holding | — | — | — | 119,500 | I | See footnote | |
| Common StockF2,F28 | holding | — | — | — | 50,000 | I | See footnote | |
| Common StockF2,F29 | holding | — | — | — | 270 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock OptionF30 | $15.00 | Feb 19, 2016 | A | 235,465 | A | — | Feb 18, 2021 | Common Stock | 235,465 | 235,465 | D |
Explanation of responses
- F1Represents a terminating distribution of a total of 2,488 shares from the JWF 2014-1 GRAT, pursuant to the terms of the trust, pro rata to each of 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").
- F10Includes 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.
- F11Represents shares held of record by Sage Resources, Ltd., which is a limited partnership owned by the reporting person's family, including the reporting person.
- F12Represents shares held of record by the reporting person's spouse through her Individual Retirement Account.
- F13Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.
- F14Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee.
- F15Represents 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.
- F16Represents 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.
- F17Represents 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.
- F18Represents 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.
- F19Represents 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.
- 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 2014-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
- F21Represents 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.
- F22Represents 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.
- F23Represents shares held of record by the JWF 2015-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
- F24Represents shares held of record by the NNF 2015-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
- F25Represents shares held of record by the JWF 2016-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 153,175 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 79,589 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. Also includes 127,003 shares gifted to the trust following their distribution from the JWF 2015-1 GRAT to its settlor as an annuity payment required by the terms of the JWF 2015-1 GRAT. Also includes 27,651 shares gifted to the trust by its settlor.
- F26Represents shares held of record by the NNF 2016-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 153,175 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 79,589 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. Also includes 127,003 shares gifted to the trust following their distribution from the NNF 2015-1 GRAT to its settlor as an annuity payment required by the terms of the NNF 2015-1 GRAT. Also includes 27,651 shares gifted to the trust by its settlor.
- F27Represents 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.
- F28Represents 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.
- F29Represents 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 JWF 2014-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
- F30The employee stock options vest on the third anniversary of the date of grant, February 19, 2019.
- F4Represents a terminating distribution of a total of 2,488 shares from the NNF 2014-1 GRAT, pursuant to the terms of the trust, pro rata to each of the Non-GST Trusts.
- F5Represents 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.
- F6Represents shares held of record collectively by 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.
- F7Represents shares of restricted stock granted to the reporting person on February 19, 2016. Such shares of restricted stock will vest on the third anniversary of the date of grant, February 19, 2019.
- F8Includes 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.
- F9Includes 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.