Matador Resources (MTDR) Form 4 Matador Resources / Robert T Macalik 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^*

Macalik Robert T

(Last) (First) (Middle)

5400 LBJ FREEWAY

SUITE 1500

(Street)

DALLAS TX 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/14/2025		F		1,312(1)	D	$57.12	111,382(2)	D
Common Stock	02/16/2025		F		1,050(3)	D	$57.19	110,332(4)	D
Common Stock	02/17/2025		F		1,527(5)	D	$57.19	108,805(6)	D
Common Stock								29,800	I	Represents shares held of record by the reporting person's Individual Retirement Account

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Units	(7)	02/14/2025		A		18,000		(8)	(8)	Common Stock	18,000	$0	18,000	D

Explanation of Responses:

1. Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy tax liability upon the vesting of 3,333 shares of restricted stock that were granted to the reporting person on February 14, 2024. No shares were sold by the reporting person to satisfy this tax liability.

2. Includes (i) shares acquired pursuant to the Issuer's Employee Stock Purchase Plan; such acquisitions are exempt under Rule 16b-3; (ii) 6,667 shares of restricted stock granted to the reporting person on February 14, 2024 that vest in equal annual installments on the second and third anniversaries of the date of grant; (iii) 5,334 shares of restricted stock granted to the reporting person on February 16, 2023 that vest in equal annual installments on the second and third anniversaries of the date of grant; and (iv) 3,880 shares of restricted stock granted to the reporting person on February 17, 2022 that vest on the third anniversary of the date of grant.

3. Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy tax liability upon the vesting of 2,667 shares of restricted stock that were granted to the reporting person on February 16, 2023. No shares were sold by the reporting person to satisfy this tax liability.

4. Includes (i) shares acquired pursuant to the Issuer's Employee Stock Purchase Plan; such acquisitions are exempt under Rule 16b-3; (ii) 6,667 shares of restricted stock granted to the reporting person on February 14, 2024 that vest in equal annual installments on the second and third anniversaries of the date of grant; (iii) 2,667 shares of restricted stock granted to the reporting person on February 16, 2023 that vest on the third anniversary of the date of grant; and (iv) 3,880 shares of restricted stock granted to the reporting person on February 17, 2022 that vest on the third anniversary of the date of grant.

5. Represents shares withheld by the Issuer in connection with the reporting person's net share settlement to satisfy tax liability upon the vesting of 3,880 shares of restricted stock that were granted to the reporting person on February 17, 2022. No shares were sold by the reporting person to satisfy this tax liability.

6. Includes (i) shares acquired pursuant to the Issuer's Employee Stock Purchase Plan; such acquisitions are exempt under Rule 16b-3; (ii) 6,667 shares of restricted stock granted to the reporting person on February 14, 2024 that vest in equal annual installments on the second and third anniversaries of the date of grant; and (iii) 2,667 shares of restricted stock granted to the reporting person on February 16, 2023 that vest on the third anniversary of the date of grant.

7. Each phantom unit is the economic equivalent of one share of common stock of Issuer.

8. The phantom units vest in equal annual installments on the first, second and third anniversaries of the date of grant.

Remarks:

	/s/ Robert T. Macalik, by Cale L. Curtin as attorney-in-fact	02/19/2025
	** 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).
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