SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
08/23/2023

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	01/13/2023		G	V	196,386⁽¹⁾	D	$0	0⁽²⁾	I	See footnote⁽³⁾
Common Stock	01/13/2023		G	V	196,386⁽⁴⁾	D	$0	0⁽²⁾	I	See footnote⁽⁵⁾
Common Stock	01/13/2023		G	V	196,386⁽¹⁾	A	$0	896,970⁽²⁾	I	See footnote⁽⁶⁾
Common Stock	01/13/2023		G	V	196,386⁽⁴⁾	A	$0	1,093,356⁽²⁾	I	See footnote⁽⁶⁾
Common Stock	08/23/2023		G		81,566⁽⁷⁾	D	$0	0⁽²⁾	I	See footnote⁽⁸⁾
Common Stock	08/23/2023		G		81,566⁽⁹⁾	D	$0	0⁽²⁾	I	See footnote⁽¹⁰⁾
Common Stock	08/23/2023		G	V	81,566⁽⁷⁾	A	$0	1,174,922⁽²⁾	I	See footnote⁽⁶⁾
Common Stock	08/23/2023		G	V	81,566⁽⁹⁾	A	$0	1,256,488⁽²⁾	I	See footnote⁽⁶⁾
Common Stock								24,605⁽¹¹⁾⁽¹²⁾	D
Common Stock								17,271⁽²⁾	I	See footnote⁽¹³⁾
Common Stock								471,276⁽²⁾	I	See footnote⁽¹⁴⁾
Common Stock								434,449⁽²⁾	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								125,010⁽²⁾	I	See footnote⁽¹⁸⁾
Common Stock								125,010⁽²⁾	I	See footnote⁽¹⁹⁾
Common Stock								43,995⁽²⁾	I	See footnote⁽²⁰⁾
Common Stock								43,995⁽²⁾	I	See footnote⁽²¹⁾
Common Stock								163,050⁽²⁾	I	See footnote⁽²²⁾
Common Stock								163,050⁽²⁾	I	See footnote⁽²³⁾
Common Stock								83,137⁽²⁾	I	See footnote⁽²⁴⁾
Common Stock								83,137⁽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 196,386 shares from the JWF 2021-1 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 2021-1 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 196,386 shares from the NNF 2021-1 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 2021-1 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 a terminating distribution of a total of 81,566 shares from the JWF 2021-2 GRAT, pursuant to the terms of the trust, pro rata to each of the 2020 Non-GST Trusts.

8. 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.

9. Represents a terminating distribution of a total of 81,566 shares from the NNF 2021-2 GRAT, pursuant to the terms of the trust, pro rata to each of the 2020 Non-GST Trusts.

10. 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.

11. Includes shares acquired pursuant to the Issuer's Employee Stock Purchase Plan. Such acquisitions are exempt under Rule 16-b3.

12. Amount of shares reported includes shares held of record by the reporting person following terminating distributions from each of the JWF 2021-1 GRAT and the JWF 2021-2 GRAT to their settlor and the contribution of shares by the reporting person to each of the JWF 2023-1 GRAT and the JWF 2023-2 GRAT, pursuant to the terms of such trusts, as described below, and the contribution of shares by the reporting person to the Foran 2012 Savings Trust.

13. Amount of shares reported includes shares held of record by the reporting person's spouse following terminating distributions from each of the NNF 2021-1 GRAT and the NNF 2021-2 GRAT to its settlor and the contribution of shares by the reporting person's spouse to each of the NNF 2023-1 GRAT and the NNF 2023-2 GRAT, pursuant to the terms of such trusts, as described below, and the contribution of shares by the reporting person's spouse to the Foran 2012 Security Trust.

14. Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee. The amount of shares reported reflects the total number of shares held by the Foran 2012 Savings Trust following the contribution of shares by the reporting person 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. The amount of shares reported reflects the total number of shares held by the Foran 2012 Security Trust following the contribution of shares by the reporting person's spouse to the trust, pursuant to the terms thereof.

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 2022-1 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 2022-1 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 2022-2 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 2022-2 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 2023-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 5,084 shares transferred to the trust following their distribution from the JWF 2021-1 GRAT to its settlor and 73,449 shares transferred to the trust following their distribution from the JWF 2022-1 GRAT to its settlor, each being annuity payments required by the terms of the respective trusts. Also includes 84,517 shares transferred to the JWF 2023-1 GRAT by its settlor.

23. Represents shares held of record by the NNF 2023-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 5,084 shares transferred to the trust following their distribution from the NNF 2021-1 GRAT to its settlor and 73,449 shares transferred to the trust following their distribution from the NNF 2022-1 GRAT to its settlor, each being annuity payments required by the terms of the respective trusts. Also includes 84,517 shares transferred to the NNF 2023-1 GRAT by its settlor.

24. Represents shares held of record by the JWF 2023-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 32,307 shares transferred to the trust following their distribution from the JWF 2021-2 GRAT to its settlor and 50,830 shares transferred to the trust following their distribution from the JWF 2022-2 GRAT to its settlor, each being annuity payments required by the terms of the respective trusts.

25. Represents shares held of record by the NNF 2023-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 32,307 shares transferred to the trust following their distribution from the NNF 2021-2 GRAT to its settlor and 50,830 shares transferred to the trust following their distribution from the NNF 2022-2 GRAT to its settlor, each being annuity payments required by the terms of the respective trusts.

Remarks:

	/s/ Joseph Wm. Foran, by Cale L. Curtin as attorney-in-fact	08/24/2023
	** 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).
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