Edgar Filing: Foran Joseph Wm

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Foran Joseph Wm

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

(Last)

(First)

(Middle)

5400 LBJ FREEWAY, SUITE 1500

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2019

(Street)

DALLAS, TX 75240

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	02/19/2019		M		200,000 ⁽¹⁾	A	$ 15	429,352 ⁽²⁾ ⁽³⁾	D
Common Stock	02/19/2019		G	V	81,006 ⁽⁴⁾	D	$ 0	348,346 ⁽²⁾ ⁽³⁾	D
Common Stock	02/19/2019		G	V	106,001 ⁽⁵⁾	D	$ 0	242,345 ⁽²⁾ ⁽³⁾	D
Common Stock	02/19/2019		G	V	81,006 ⁽⁴⁾	A	$ 0	339,350 ⁽⁶⁾	I	See footnote ⁽⁷⁾
Common Stock	02/19/2019		G	V	106,001 ⁽⁵⁾	A	$ 0	335,952 ⁽⁶⁾	I	See footnote ⁽⁸⁾
Common Stock								1,105,913 ⁽⁶⁾	I	See footnote ⁽⁹⁾
Common Stock								1,177,568 ⁽⁶⁾	I	See footnote ⁽¹⁰⁾
Common Stock								4,000 ⁽⁶⁾	I	See footnote ⁽¹¹⁾
Common Stock								125,043 ⁽⁶⁾	I	See footnote ⁽¹²⁾
Common Stock								125,043 ⁽⁶⁾	I	See footnote ⁽¹³⁾
Common Stock								39,067 ⁽⁶⁾	I	See footnote ⁽¹⁴⁾
Common Stock								39,067 ⁽⁶⁾	I	See footnote ⁽¹⁵⁾
Common Stock								131,876 ⁽⁶⁾	I	See footnote ⁽¹⁶⁾
Common Stock								131,876 ⁽⁶⁾	I	See footnote ⁽¹⁷⁾
Common Stock								390,807 ⁽⁶⁾	I	See footnote ⁽¹⁸⁾
Common Stock								390,807 ⁽⁶⁾	I	See footnote ⁽¹⁹⁾
Common Stock								105,000 ⁽⁶⁾	I	See footnote ⁽²⁰⁾
Common Stock								40,000 ⁽⁶⁾	I	See footnote ⁽²¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option

$ 15

02/19/2019

200,000

⁽²²⁾

02/18/2021

Common Stock

200,000

$ 0

35,465

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Foran Joseph Wm 5400 LBJ FREEWAY SUITE 1500 DALLAS, TX 75240	X		Chairman and CEO

Signatures

/s/ Joseph Wm. Foran, by Kyle A. Ellis as attorney-in-fact		02/19/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The 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.
(2)	Includes 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.
(3)	Includes 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.
(4)	Represents 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.
(5)	Represents 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.
(6)	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.
(7)	Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.
(8)	Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee.
(9)	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.
(10)	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 "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.
(11)	Represents shares held of record by the reporting person's spouse through her Individual Retirement Account.
(12)	Represents 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.
(13)	Represents 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.
(14)	Represents 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.
(15)	Represents 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.
(16)	Represents 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.
(17)	Represents 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.
(18)	Represents 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.
(19)	Represents 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.
(20)	Represents 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.
(21)	Represents 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.
(22)	The employee stock options vested on the third anniversary of the date of grant and were fully vested as of February 19, 2019.

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