SEC Form 4 · accession 0001520006-18-000045
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 16, 2018
Accepted (ET)
Feb 20, 2018 · 9:49 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 10, 2018 | G | 157,286 | $0.00 | D | 0 | I | See footnote |
| Common StockF4,F2,F5 | Jan 10, 2018 | G | 157,286 | $0.00 | D | 0 | I | See footnote |
| Common StockF1,F2,F6 | Jan 10, 2018 | G | 157,286 | $0.00 | A | 1,001,050 | I | See footnote |
| Common StockF4,F2,F6 | Jan 10, 2018 | G | 157,286 | $0.00 | A | 1,158,336 | I | See footnote |
| Common StockF7,F8,F9,F10 | Feb 16, 2018 | A | 89,847 | $0.00 | A | 266,788 | D | |
| Common StockF2,F11 | holding | — | — | — | 1,084,933 | I | See footnote | |
| Common StockF2,F12 | holding | — | — | — | 239,962 | I | See footnote | |
| Common StockF2,F13 | holding | — | — | — | 203,583 | I | See footnote | |
| Common StockF2,F14 | holding | — | — | — | 4,000 | I | See footnote | |
| Common StockF2,F15 | holding | — | — | — | 88,005 | I | See footnote | |
| Common StockF2,F16 | holding | — | — | — | 88,005 | I | See footnote | |
| Common StockF2,F17 | holding | — | — | — | 190,461 | I | See footnote | |
| Common StockF2,F18 | holding | — | — | — | 190,461 | I | See footnote | |
| Common StockF2,F19 | holding | — | — | — | 198,530 | I | See footnote | |
| Common StockF2,F20 | holding | — | — | — | 198,530 | I | See footnote | |
| Common StockF2,F21 | holding | — | — | — | 239,413 | I | See footnote | |
| Common StockF2,F22 | holding | — | — | — | 239,413 | I | See footnote | |
| Common StockF2,F23 | holding | — | — | — | 105,000 | I | See footnote | |
| Common StockF2,F24 | holding | — | — | — | 40,000 | 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 OptionF25 | $29.68 | Feb 16, 2018 | A | 105,485 | A | — | Feb 15, 2024 | Common Stock | 105,485 | 105,485 | D |
Explanation of responses
- F1Represents a terminating distribution of a total of 157,286 shares from the JWF 2016-1 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 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
- 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 Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.
- F13Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee.
- F14Represents shares held of record by the reporting person's spouse through her Individual Retirement Account.
- F15Represents 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.
- F16Represents 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.
- F17Represents 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.
- F18Represents 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.
- F19Represents shares held of record by the JWF 2017-2 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 2017-2 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 2018-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 104,105 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. Also includes 135,308 shares gifted to the trust following their distribution from the JWF 2017-1 GRAT to its settlor as an annuity payment required by the terms of the JWF 2017-1 GRAT.
- F22Represents shares held of record by the NNF 2018-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 104,105 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. Also includes 135,308 shares gifted to the trust following their distribution from the NNF 2017-1 GRAT to its settlor as an annuity payment required by the terms of the NNF 2017-1 GRAT.
- F23Represents 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.
- F24Represents 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.
- F25The employee stock options vest in equal annual installments on the first, second and third anniversaries of the date of grant.
- F3Represents 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.
- F4Represents a terminating distribution of a total of 157,286 shares from the NNF 2016-1 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 2016-1 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 16, 2018 that vest in equal annual installments on the first, second and third anniversaries of the date of grant.
- F8Includes 37,296 shares of restricted stock granted to the reporting person on February 15, 2017 that vest in equal annual installments on the second and third anniversaries of the date of grant.
- F9Includes 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