SEC FORM 4

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^*

Elsener William Thomas

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Reservoir Engineering

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)
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	02/16/2025		F		1,050⁽¹⁾	D	$57.19	110,274⁽²⁾	D
Common Stock	02/17/2025		F		1,527⁽³⁾	D	$57.19	108,747⁽⁴⁾	D

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)
Phantom Units	⁽⁵⁾	02/14/2025		A		18,000		⁽⁶⁾	⁽⁶⁾	Common Stock	18,000	$0	18,000	D
Phantom Units	⁽⁷⁾	02/14/2025		M			5,000	⁽⁸⁾	⁽⁸⁾	Common Stock	5,000	$0	10,000	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 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.

2. Includes (i) shares acquired pursuant to the Issuer's Employee Stock Purchase Plan; such acquisitions are exempt under Rule 16b-3; (ii) 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 (iii) 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 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.

4. Includes (i) shares acquired pursuant to the Issuer's Employee Stock Purchase Plan; such acquisitions are exempt under Rule 16b-3; and (ii) 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.

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

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

7. Each phantom unit is the economic equivalent of one share of the Issuer's common stock. As required by the terms of the award, upon the February 14, 2025 partial vesting of such award, the reporting person settled the phantom units for cash at a rate of $57.12 per unit based upon the closing price of the Issuer's common stock on February 13, 2025. No shares of common stock were issued to nor sold by the reporting person pursuant to this transaction.

8. The phantom units vest in equal annual installments on the first, second and third anniversaries of the date of grant, February 14, 2024.

Remarks:

	/s/ William Thomas Elsener, 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).
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.

EVP, Reservoir Engineering Elsener William Thomas covered exercise/tax liability with 2,577 shares, decreasing direct ownership by 2% to 108,747 units (SEC Form 4)