Matador Resources Form 4 / Joseph Wm Foran ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Foran Joseph Wm

(Last)

(First)

(Middle)

5400 LBJ FREEWAY

SUITE 1500

(Street)

DALLAS

75240

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Matador Resources Co [ MTDR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/22/2022		G	V	350,292⁽¹⁾	D	$0	0⁽²⁾	I	See footnote⁽³⁾
Common Stock	08/22/2022		G	V	350,292⁽⁴⁾	D	$0	0⁽²⁾	I	See footnote⁽⁵⁾
Common Stock	08/23/2022		G	V	350,292⁽¹⁾	A	$0	350,292⁽²⁾	I	See footnote⁽⁶⁾
Common Stock	08/23/2022		G	V	350,292⁽⁴⁾	A	$0	700,584⁽²⁾	I	See footnote⁽⁶⁾
Common Stock	12/31/2022		A		278,705⁽⁷⁾	A	$0	279,139⁽⁸⁾⁽⁹⁾	D
Common Stock	12/31/2022		F		109,671⁽¹⁰⁾	D	$57.24	169,468⁽⁹⁾	D
Common Stock								0⁽²⁾	I	See footnote⁽¹¹⁾
Common Stock								454,047⁽²⁾⁽¹²⁾	I	See footnote⁽¹³⁾
Common Stock								417,220⁽²⁾⁽¹⁴⁾	I	See footnote⁽¹⁵⁾
Common Stock								1,137,182⁽²⁾	I	See footnote⁽¹⁶⁾
Common Stock								1,105,913⁽²⁾	I	See footnote⁽¹⁷⁾
Common Stock								235,970⁽²⁾	I	See footnote⁽¹⁸⁾
Common Stock								235,970⁽²⁾	I	See footnote⁽¹⁹⁾
Common Stock								113,873⁽²⁾	I	See footnote⁽²⁰⁾
Common Stock								113,873⁽²⁾	I	See footnote⁽²¹⁾
Common Stock								198,459⁽²⁾	I	See footnote⁽²²⁾
Common Stock								198,459⁽²⁾	I	See footnote⁽²³⁾
Common Stock								94,825⁽²⁾	I	See footnote⁽²⁴⁾
Common Stock								94,825⁽²⁾	I	See footnote⁽²⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a terminating distribution of a total of 350,292 shares from the JWF 2020-2 GRAT, pursuant to the terms of the trust, pro rata to each of the LRF 2020 Non-GST Trust, WJF 2020 Non-GST Trust, SIF 2020 Non-GST Trust and MCF 2020 Non-GST Trust (collectively, the "2020 Non-GST Trusts").

2. The 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.

3. Represents shares held of record by the JWF 2020-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

4. Represents a terminating distribution of a total of 350,292 shares from the NNF 2020-2 GRAT, pursuant to the terms of the trust, pro rata to each of the 2020 Non-GST Trusts.

5. Represents shares held of record by the NNF 2020-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

6. Represents shares held of record collectively by the 2020 Non-GST Trusts. The reporting person and his spouse, as settlors of each of the 2020 Non-GST Trusts, retain the power of substitution with respect to the property of the 2020 Non-GST Trusts.

7. Represents shares received in settlement of performance stock units granted to the reporting person on March 10, 2020 (the "2020 Performance Stock Grant"), which settled at 175% of target based upon the Issuer's relative total shareholder return over a three-year performance period from January 1, 2020 to December 31, 2022.

8. Amount of shares reported includes shares held of record by the reporting person following a terminating distribution from the JWF 2020-2 GRAT to its settlor, the contribution of shares by the reporting person to the JWF 2022-2 GRAT and the subsequent contribution of shares by the reporting person to the Foran 2012 Savings Trust, pursuant to the terms of such trusts, as described below.

9. Includes shares acquired pursuant to the Issuer's Employee Stock Purchase Plan. Such acquisitions are exempt under Rule 16b-3.

10. Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy tax liability upon settlement of the 2020 Performance Stock Grant. No shares were sold by the reporting person to satisfy this tax liability.

11. Amount of shares reported includes shares held of record by the reporting person's spouse following a terminating distribution from the NNF 2020-2 GRAT to its settlor, the contribution of shares by the reporting person's spouse to the NNF 2022-2 GRAT and the subsequent contribution of shares by the reporting person's spouse to the Foran 2012 Security Trust, pursuant to the terms of such trusts, as described below.

12. Amount of shares reported reflects the total number of shares held by the trust following the contribution of shares by the reporting person to the trust, pursuant to the terms thereof.

13. Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.

14. Amount of shares reported reflects the total number of shares held by the trust following the contribution of shares by the reporting person's spouse to the trust, pursuant to the terms thereof.

15. Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee.

16. Represents 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 "2011 Non-GST Trusts"). The reporting person and his spouse, as settlors of each of the 2011 Non-GST Trusts, retain the power of substitution with respect to the property of the 2011 Non-GST Trusts.

17. Represents shares held of record by Sage Resources, Ltd., which is a limited partnership owned by the reporting person's family, including the reporting person.

18. Represents shares held of record by the JWF 2021-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

19. Represents shares held of record by the NNF 2021-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

20. Represents shares held of record by the JWF 2021-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

21. Represents shares held of record by the NNF 2021-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

22. Represents shares held of record by the JWF 2022-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

23. Represents shares held of record by the NNF 2022-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.

24. Represents shares held of record by the JWF 2022-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 37,839 shares gifted to the trust following their distribution from the JWF 2020-2 GRAT to its settlor and 32,009 shares gifted to the trust following their distribution from the JWF 2021-2 GRAT to its settlor, each being annuity payments required by the terms of the respective trusts. Also includes 24,977 shares gifted to the JWF 2022-2 GRAT by its settlor.

25. Represents shares held of record by the NNF 2022-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 37,839 shares gifted to the trust following their distribution from the NNF 2020-2 GRAT to its settlor and 32,009 shares gifted to the trust following their distribution from the NNF 2021-2 GRAT to its settlor, each being annuity payments required by the terms of the respective trusts. Also includes 24,977 shares gifted to the NNF 2022-2 GRAT by its settlor.

Remarks:

	/s/ Joseph Wm. Foran, by Brian J. Willey as attorney-in-fact	01/04/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Matador Resources (MTDR) Form 4Matador Resources / Joseph Wm Foran ownership change