0001520006-23-000014.txt : 20230104 0001520006-23-000014.hdr.sgml : 20230104 20230104171200 ACCESSION NUMBER: 0001520006-23-000014 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221231 FILED AS OF DATE: 20230104 DATE AS OF CHANGE: 20230104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Foran Joseph Wm CENTRAL INDEX KEY: 0001540655 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35410 FILM NUMBER: 23507824 MAIL ADDRESS: STREET 1: 5400 LBJ FREEWAY STREET 2: SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Matador Resources Co CENTRAL INDEX KEY: 0001520006 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 274662601 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5400 LBJ FREEWAY STREET 2: SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 9723715200 MAIL ADDRESS: STREET 1: 5400 LBJ FREEWAY STREET 2: SUITE 1500 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: Matador Holdco, Inc. DATE OF NAME CHANGE: 20110505 4 1 wf-form4_167287027348912.xml FORM 4 X0306 4 2022-12-31 0 0001520006 Matador Resources Co MTDR 0001540655 Foran Joseph Wm 5400 LBJ FREEWAY SUITE 1500 DALLAS TX 75240 1 1 0 0 Chairman and CEO Common Stock 2022-08-22 5 G 0 E 350292 0 D 0 I See footnote Common Stock 2022-08-22 5 G 0 E 350292 0 D 0 I See footnote Common Stock 2022-08-23 5 G 0 E 350292 0 A 350292 I See footnote Common Stock 2022-08-23 5 G 0 E 350292 0 A 700584 I See footnote Common Stock 2022-12-31 4 A 0 278705 0 A 279139 D Common Stock 2022-12-31 4 F 0 109671 57.24 D 169468 D Common Stock 0 I See footnote Common Stock 454047 I See footnote Common Stock 417220 I See footnote Common Stock 1137182 I See footnote Common Stock 1105913 I See footnote Common Stock 235970 I See footnote Common Stock 235970 I See footnote Common Stock 113873 I See footnote Common Stock 113873 I See footnote Common Stock 198459 I See footnote Common Stock 198459 I See footnote Common Stock 94825 I See footnote Common Stock 94825 I See footnote 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"). 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. 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. 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. 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. 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. 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. 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. Includes shares acquired pursuant to the Issuer's Employee Stock Purchase Plan. Such acquisitions are exempt under Rule 16b-3. 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. 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. 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. Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee. 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. Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. /s/ Joseph Wm. Foran, by Brian J. Willey as attorney-in-fact 2023-01-04 EX-24 2 foransec16poa.txt SECTION 16 POWER OF ATTORNEY JOSEPH WM FORAN SECTION 16 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Craig N. Adams, Brian J. Willey, Bryan A. Erman, Cale L. Curtin and Robert T. Macalik, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Matador Resources Company (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority, including without limitation the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4, or 5 electronically with the SEC; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of January, 2023. /s/ Joseph Wm. Foran Joseph Wm. Foran