SEC Form 4 · accession 0001520006-17-000009
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 2, 2017
Accepted (ET)
Feb 6, 2017 · 8:48 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 | Aug 4, 2016 | G | 159,210 | $0.00 | D | 0 | I | See footnote |
| Common StockF4,F2,F5 | Aug 4, 2016 | G | 159,210 | $0.00 | D | 0 | I | See footnote |
| Common StockF1,F2,F6 | Aug 4, 2016 | G | 159,210 | $0.00 | A | 164,186 | I | See footnote |
| Common StockF4,F2,F6 | Aug 4, 2016 | G | 159,210 | $0.00 | A | 323,396 | I | See footnote |
| Common StockF7,F2,F8 | Jan 10, 2017 | G | 254,504 | $0.00 | D | 0 | I | See footnote |
| Common StockF9,F2,F10 | Jan 10, 2017 | G | 254,504 | $0.00 | D | 0 | I | See footnote |
| Common StockF7,F2,F6 | Jan 10, 2017 | G | 254,504 | $0.00 | A | 577,900 | I | See footnote |
| Common StockF9,F2,F6 | Jan 10, 2017 | G | 254,504 | $0.00 | A | 832,404 | I | See footnote |
| Common StockF11,F2,F12 | Jan 10, 2017 | G | 20,680 | $0.00 | D | 0 | I | See footnote |
| Common StockF13,F2,F14 | Jan 10, 2017 | G | 20,680 | $0.00 | D | 0 | I | See footnote |
| Common StockF11,F2,F6 | Jan 10, 2017 | G | 20,680 | $0.00 | A | 853,084 | I | See footnote |
| Common StockF13,F2,F6 | Jan 10, 2017 | G | 20,680 | $0.00 | A | 873,764 | I | See footnote |
| Common StockF15,F16,F17,F18 | Feb 2, 2017 | M | 80,208 | $10.49 | A | 222,986 | D | |
| Common StockF2,F19 | holding | — | — | — | 1,084,933 | I | See footnote | |
| Common StockF2,F20 | holding | — | — | — | 4,000 | I | See footnote | |
| Common StockF2,F21 | holding | — | — | — | 165,050 | I | See footnote | |
| Common StockF2,F22 | holding | — | — | — | 43,750 | I | See footnote | |
| Common StockF2,F23 | holding | — | — | — | 51,807 | I | See footnote | |
| Common StockF2,F24 | holding | — | — | — | 51,807 | I | See footnote | |
| Common StockF2,F25 | holding | — | — | — | 261,391 | I | See footnote | |
| Common StockF2,F26 | holding | — | — | — | 261,391 | I | See footnote | |
| Common StockF2,F27 | holding | — | — | — | 169,728 | I | See footnote | |
| Common StockF2,F28 | holding | — | — | — | 169,728 | I | See footnote | |
| Common StockF2,F29 | holding | — | — | — | 325,769 | I | See footnote | |
| Common StockF2,F30 | holding | — | — | — | 325,769 | I | See footnote | |
| Common StockF2,F31 | holding | — | — | — | 119,500 | I | See footnote | |
| Common StockF2,F32 | holding | — | — | — | 50,000 | I | See footnote | |
| Common StockF2,F33 | 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 OptionF34 | $10.49 | Feb 2, 2017 | M | 80,208 | D | — | Apr 15, 2017 | Common Stock | 80,208 | 0 | D |
Explanation of responses
- F1Represents a terminating distribution of a total of 159,210 shares from the JWF 2013-1 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").
- F10Represents 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.
- F11Represents a terminating distribution of a total of 20,680 shares from the JWF 2015-1 GRAT, pursuant to the terms of the trust, pro rata to each of the Non-GST Trusts.
- F12Represents 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.
- F13Represents a terminating distribution of a total of 20,680 shares from the NNF 2015-1 GRAT, pursuant to the terms of the trust, pro rata to each of the Non-GST Trusts.
- F14Represents 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.
- F15Amount of securities has been adjusted to reflect a previous over-reporting of 55,302 shares directly held by the reporting person.
- F16Includes 94,230 shares of restricted stock granted to the reporting person on February 19, 2016 that vest on the third anniversary of the date of grant.
- F17Includes 8,547 shares of restricted stock granted to the reporting person on March 7, 2014 that vest on the fourth anniversary of the date of grant.
- F18Includes 40,000 shares of restricted stock granted to the reporting person on March 8, 2013 that vest on the fourth anniversary of the date of grant.
- F19Represents shares held of record by Sage Resources, Ltd., which is a limited partnership owned by the reporting person's family, including the reporting person.
- 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 reporting person's spouse through her Individual Retirement Account.
- 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 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.
- 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.
- F27Represents shares held of record by the JWF 2016-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 80,753 shares gifted to the trust following their distribution from the JWF 2013-1 GRAT to its settlor as an annuity payment required by the terms of the JWF 2013-1 GRAT. Also includes 22,485 shares gifted to the trust following their distribution from the JWF 2014-2 GRAT to its settlor as an annuity payment required by the terms of the JWF 2014-2 GRAT. Also includes 57,204 shares gifted to the trust following their distribution from the JWF 2015-2 GRAT to its settlor as an annuity payment required by the terms of the JWF 2015-2 GRAT. Also includes 9,286 shares gifted to the JWF 2016-2 GRAT by its settlor.
- F28Represents shares held of record by the NNF 2016-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 80,753 shares gifted to the trust following their distribution from the NNF 2013-1 GRAT to its settlor as an annuity payment required by the terms of the NNF 2013-1 GRAT. Also includes 22,485 shares gifted to the trust following their distribution from the NNF 2014-2 GRAT to its settlor as an annuity payment required by the terms of the NNF 2014-2 GRAT. Also includes 57,204 shares gifted to the trust following their distribution from the NNF 2015-2 GRAT to its settlor as an annuity payment required by the terms of the NNF 2015-2 GRAT. Also includes 9,286 shares gifted to the NNF 2016-2 GRAT by its settlor.
- F29Represents shares held of record by the JWF 2017-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 116,374 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 83,368 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 126,027 shares gifted to the trust following their distribution from the JWF 2016-1 GRAT to its settlor as an annuity payment required by the terms of the JWF 2016-1 GRAT.
- F3Represents 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.
- F30Represents shares held of record by the NNF 2017-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 116,374 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 83,368 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 126,027 shares gifted to the trust following their distribution from the NNF 2016-1 GRAT to its settlor as an annuity payment required by the terms of the NNF 2016-1 GRAT.
- F31Represents 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.
- F32Represents 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.
- F33Represents 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.
- F34The employee stock options were fully vested as of April 16, 2016.
- F4Represents a terminating distribution of a total of 159,210 shares from the NNF 2013-1 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 2013-1 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 a terminating distribution of a total of 254,504 shares from the JWF 2011-1 GRAT, pursuant to the terms of the trust, pro rata to each of the Non-GST Trusts.
- F8Represents 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.
- F9Represents a terminating distribution of a total of 254,504 shares from the NNF 2011-1 GRAT, pursuant to the terms of the trust, pro rata to each of the Non-GST Trusts.