SEC Form 4 · accession 0001520006-19-000022
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, 2019
Accepted (ET)
Feb 19, 2019 · 4:32 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 | Feb 19, 2019 | M | 200,000 | $15.00 | A | 429,352 | D | |
| Common StockF4,F2,F3 | Feb 19, 2019 | G | 81,006 | $0.00 | D | 348,346 | D | |
| Common StockF5,F2,F3 | Feb 19, 2019 | G | 106,001 | $0.00 | D | 242,345 | D | |
| Common StockF4,F6,F7 | Feb 19, 2019 | G | 81,006 | $0.00 | A | 339,350 | I | See footnote |
| Common StockF5,F6,F8 | Feb 19, 2019 | G | 106,001 | $0.00 | A | 335,952 | I | See footnote |
| Common StockF6,F9 | holding | — | — | — | 1,105,913 | I | See footnote | |
| Common StockF6,F10 | holding | — | — | — | 1,177,568 | I | See footnote | |
| Common StockF6,F11 | holding | — | — | — | 4,000 | I | See footnote | |
| Common StockF6,F12 | holding | — | — | — | 125,043 | I | See footnote | |
| Common StockF6,F13 | holding | — | — | — | 125,043 | I | See footnote | |
| Common StockF6,F14 | holding | — | — | — | 39,067 | I | See footnote | |
| Common StockF6,F15 | holding | — | — | — | 39,067 | I | See footnote | |
| Common StockF6,F16 | holding | — | — | — | 131,876 | I | See footnote | |
| Common StockF6,F17 | holding | — | — | — | 131,876 | I | See footnote | |
| Common StockF6,F18 | holding | — | — | — | 390,807 | I | See footnote | |
| Common StockF6,F19 | holding | — | — | — | 390,807 | I | See footnote | |
| Common StockF6,F20 | holding | — | — | — | 105,000 | I | See footnote | |
| Common StockF6,F21 | 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 OptionF22 | $15.00 | Feb 19, 2019 | M | 200,000 | D | — | Feb 18, 2021 | Common Stock | 200,000 | 35,465 | D |
Explanation of responses
- F1The reporting person paid $3,000,000 in cash to the Issuer in order to exercise the options. No shares were sold or forfeited by the reporting person to satisfy the exercise price or the estimated $300,000 tax liability.
- F10Represents 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.
- F11Represents shares held of record by the reporting person's spouse through her Individual Retirement Account.
- F12Represents 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.
- F13Represents 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.
- F14Represents 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.
- F15Represents 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.
- F16Represents 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.
- F17Represents 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.
- F18Represents shares held of record by the JWF 2019-1 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 2019-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
- F2Includes 59,898 shares of restricted stock granted to the reporting person on February 16, 2018 that vest in equal installments on the second and third anniversaries of the date of grant.
- F20Represents shares held of record by The Joseph Donald 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.
- F22The employee stock options vested on the third anniversary of the date of grant and were fully vested as of February 19, 2019.
- F3Includes 18,648 shares of restricted stock granted to the reporting person on February 15, 2017 that vest on the third anniversary of the date of grant.
- F4Represents a gift of shares of common stock by the reporting person to the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.
- F5Represents a gift of shares of common stock by the reporting person to the Foran 2012 Security Trust for which the reporting person is the trustee.
- F6The 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.
- F7Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.
- F8Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee.
- F9Represents shares held of record by Sage Resources, Ltd., which is a limited partnership owned by the reporting person's family, including the reporting person.