SEC Form 4 · accession 0001520006-17-000182
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
Jul 24, 2017
Accepted (ET)
Jul 26, 2017 · 9:49 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,F4 | Jul 24, 2017 | M | 87,500 | $8.21 | A | 306,941 | D | |
| Common StockF5,F6 | holding | — | — | — | 1,084,933 | I | See footnote | |
| Common StockF5,F7 | holding | — | — | — | 862,764 | I | See footnote | |
| Common StockF5,F8,F9 | holding | — | — | — | 239,962 | I | See footnote | |
| Common StockF5,F8,F10 | holding | — | — | — | 203,583 | I | See footnote | |
| Common StockF5,F11 | holding | — | — | — | 4,000 | I | See footnote | |
| Common StockF5,F12 | holding | — | — | — | 51,807 | I | See footnote | |
| Common StockF5,F13 | holding | — | — | — | 51,807 | I | See footnote | |
| Common StockF5,F14 | holding | — | — | — | 261,391 | I | See footnote | |
| Common StockF5,F15 | holding | — | — | — | 261,391 | I | See footnote | |
| Common StockF5,F16 | holding | — | — | — | 169,728 | I | See footnote | |
| Common StockF5,F17 | holding | — | — | — | 169,728 | I | See footnote | |
| Common StockF5,F18 | holding | — | — | — | 325,769 | I | See footnote | |
| Common StockF5,F19 | holding | — | — | — | 325,769 | I | See footnote | |
| Common StockF5,F20 | holding | — | — | — | 119,500 | I | See footnote | |
| Common StockF5,F21 | holding | — | — | — | 50,000 | I | See footnote | |
| Common StockF5,F22 | 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 OptionF23 | $8.21 | Jul 24, 2017 | M | 87,500 | D | — | Mar 7, 2018 | Common Stock | 87,500 | 0 | D |
Explanation of responses
- F1Includes 55,943 shares of restricted stock granted to the reporting person on February 15, 2017 that vest in equal annual installments on the first, second and third anniversaries of the date of grant.
- F10Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee.
- F11Represents shares held of record by the reporting person's spouse through her Individual Retirement Account.
- F12Represents 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.
- F13Represents 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.
- F14Represents 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.
- F15Represents 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.
- F16Represents 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.
- F17Represents 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.
- F18Represents 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.
- F19Represents 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.
- F2Includes 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.
- F20Represents 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.
- F21Represents 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.
- F22Represents 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.
- F23The employee stock options vested in two equal biennial installments and were fully vested as of March 8, 2017.
- F3Includes 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.
- F4Amount of securities reported reflects the total number of securities directly held by the reporting person following the exercise of stock options reported herein and a contribution of shares by the reporting person to each of the Foran 2012 Savings Trust and Foran 2012 Security Trust, pursuant to the terms of such trusts, as described below.
- F5The 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.
- F6Represents shares held of record by Sage Resources, Ltd., which is a limited partnership owned by the reporting person's family, including the reporting person.
- F7Represents 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.
- F8Amount of securities reported reflects the total number of securities held by the trust following the contribution of shares by the reporting person to the trust, pursuant to the terms thereof.
- F9Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.