SEC Form 4 · accession 0001520006-18-000104

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

Aug 6, 2018

Accepted (ET)

Aug 8, 2018 · 9:47 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 Stock^F1,F2	Aug 6, 2018	M	9,500	$19.71	A	1,105,913	I	See footnote
Common Stock^F1,F3	Aug 6, 2018	M	8,000	$19.71	A	223,951	I	See footnote
Common Stock^F1,F4	Aug 6, 2018	M	2,794	$19.71	A	256,344	I	See footnote
Common Stock^F5,F1,F6	Aug 7, 2018	G	29,616	$0.00	D	0	I	See footnote
Common Stock^F7,F1,F8	Aug 7, 2018	G	29,616	$0.00	D	0	I	See footnote
Common Stock^F5,F1,F9	Aug 7, 2018	G	29,616	$0.00	A	1,147,952	I	See footnote
Common Stock^F7,F1,F9	Aug 7, 2018	G	29,616	$0.00	A	1,177,568	I	See footnote
Common Stock^F10,F11,F12	holding	—	—		—	229,352	D
Common Stock^F1,F13	holding	—	—		—	4,000	I	See footnote
Common Stock^F1,F14	holding	—	—		—	190,461	I	See footnote
Common Stock^F1,F15	holding	—	—		—	190,461	I	See footnote
Common Stock^F1,F16	holding	—	—		—	125,043	I	See footnote
Common Stock^F1,F17	holding	—	—		—	125,043	I	See footnote
Common Stock^F1,F18	holding	—	—		—	239,413	I	See footnote
Common Stock^F1,F19	holding	—	—		—	239,413	I	See footnote
Common Stock^F1,F20	holding	—	—		—	131,876	I	See footnote
Common Stock^F1,F21	holding	—	—		—	131,876	I	See footnote
Common Stock^F1,F22	holding	—	—		—	105,000	I	See footnote
Common Stock^F1,F23	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 Option^F24	$19.71	Aug 6, 2018	G	9,500	D	—	Feb 10, 2019	Common Stock	9,500	10,794	D
Employee Stock Option^F2,F24	$19.71	Aug 6, 2018	G	9,500	A	—	Feb 10, 2019	Common Stock	9,500	9,500	I
Employee Stock Option^F24	$19.71	Aug 6, 2018	G	8,000	D	—	Feb 10, 2019	Common Stock	8,000	2,794	D
Employee Stock Option^F3,F24	$19.71	Aug 6, 2018	G	8,000	A	—	Feb 10, 2019	Common Stock	8,000	8,000	I
Employee Stock Option^F24	$19.71	Aug 6, 2018	G	2,794	D	—	Feb 10, 2019	Common Stock	2,794	0	D
Employee Stock Option^F4,F24	$19.71	Aug 6, 2018	G	2,794	A	—	Feb 10, 2019	Common Stock	2,794	2,794	I
Employee Stock Option^F2,F24	$19.71	Aug 6, 2018	M	9,500	D	—	Feb 10, 2019	Common Stock	9,500	0	I
Employee Stock Option^F3,F24	$19.71	Aug 6, 2018	M	8,000	D	—	Feb 10, 2019	Common Stock	8,000	0	I
Employee Stock Option^F4,F24	$19.71	Aug 6, 2018	M	2,794	D	—	Feb 10, 2019	Common Stock	2,794	0	I

Explanation of responses

F1The 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.
F10Includes 89,847 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.
F11Includes 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.
F12Includes 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.
F13Represents shares held of record by the reporting person's spouse through her Individual Retirement Account.
F14Represents 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.
F15Represents 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.
F16Represents 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.
F17Represents 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.
F18Represents 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.
F19Represents 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.
F2Represents shares held of record by Sage Resources, Ltd., which is a limited partnership owned by the reporting person's family, including the reporting person.
F20Represents shares held of record by the JWF 2018-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 58,389 shares gifted to the trust following their distribution from the JWF 2016-2 GRAT to its settlor as an annuity payment required by the terms of the JWF 2016-2 GRAT. Also includes 73,487 shares gifted to the trust following their distribution from the JWF 2017-2 GRAT to its settlor as an annuity payment required by the terms of the JWF 2017-2 GRAT.
F21Represents shares held of record by the NNF 2018-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 58,389 shares gifted to the trust following their distribution from the NNF 2016-2 GRAT to its settlor as an annuity payment required by the terms of the NNF 2016-2 GRAT. Also includes 73,487 shares gifted to the trust following their distribution from the JWF 2017-2 GRAT to its settlor as an annuity payment required by the terms of the JWF 2017-2 GRAT.
F22Represents 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.
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.
F24The employee stock options vested in two equal biennial installments and were fully vested as of February 11, 2018.
F3Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee.
F4Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.
F5Represents a terminating distribution of a total of 29,616 shares from the JWF 2016-2 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").
F6Represents 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.
F7Represents a terminating distribution of a total of 29,616 shares from the NNF 2016-2 GRAT, pursuant to the terms of the trust, pro rata to each of the Non-GST Trusts.
F8Represents 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.
F9Represents 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.