Edgar Filing: Matador Resources Co

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL 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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3235-0362

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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,Â SUITE 1500

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2013

(Street)

DALLAS,Â TXÂ 75240

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	10/17/2013	Â	G	23,250 ⁽¹⁾	D	$ 0	106,706 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	D	Â
Common Stock	10/17/2013	Â	G	1,550 ⁽⁶⁾	D	$ 0	105,156 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	D	Â
Common Stock	11/22/2013	Â	G	5,000 ⁽¹⁾	D	$ 0	100,156 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	D	Â
Common Stock	10/17/2013	Â	G	23,250 ⁽¹⁾	A	$ 0	23,250 ⁽⁷⁾	I	See footnote ⁽⁸⁾
Common Stock	10/17/2013	Â	G	1,550 ⁽⁶⁾	A	$ 0	151,550 ⁽⁷⁾	I	See footnote ⁽⁹⁾
Common Stock	11/22/2013	Â	G	5,000 ⁽¹⁾	A	$ 0	28,250 ⁽⁷⁾	I	See footnote ⁽⁸⁾
Common Stock	Â	Â	Â	Â	Â	Â	1,079,933 ⁽⁷⁾	I	See footnote ⁽¹⁰⁾
Common Stock	Â	Â	Â	Â	Â	Â	10,000 ⁽⁷⁾	I	Represents shares held of record by the reporting person's college age child.
Common Stock	Â	Â	Â	Â	Â	Â	4,000 ⁽⁷⁾	I	See footnote ⁽¹¹⁾
Common Stock	Â	Â	Â	Â	Â	Â	675,293 ⁽⁷⁾	I	See footnote ⁽¹²⁾
Common Stock	Â	Â	Â	Â	Â	Â	675,293 ⁽⁷⁾	I	See footnote ⁽¹³⁾
Common Stock	Â	Â	Â	Â	Â	Â	371,459 ⁽⁷⁾	I	See footnote ⁽¹⁴⁾
Common Stock	Â	Â	Â	Â	Â	Â	371,459 ⁽⁷⁾	I	See footnote ⁽¹⁵⁾
Common Stock	Â	Â	Â	Â	Â	Â	135,500 ⁽⁷⁾	I	See footnote ⁽¹⁶⁾
Common Stock	Â	Â	Â	Â	Â	Â	50,000 ⁽⁷⁾	I	See footnote ⁽¹⁷⁾
Common Stock	Â	Â	Â	Â	Â	Â	161,888 ⁽⁷⁾	I	See footnote ⁽¹⁸⁾
Common Stock	Â	Â	Â	Â	Â	Â	161,888 ⁽⁷⁾	I	See footnote ⁽¹⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

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,Â TXÂ 75240	Â X	Â	Â Chairman and CEO	Â

Signatures

/s/ Joseph Wm. Foran, by Kyle A. Ellis as attorney-in-fact		02/13/2014
^**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)	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.
(2)	Includes 40,000 shares of restricted stock granted to the reporting person on March 8, 2013. Such shares of restricted stock will vest following the fourth anniversary of the date of grant, March 8, 2017.
(3)	Includes 20,052 shares of restricted stock granted to the reporting person on April 16, 2012. Such shares of restricted stock will vest in two equal biennial installments beginning on the second anniversary of the date of grant, April 16, 2014.
(4)	Includes 20,052 shares of restricted stock granted to the reporting person on April 16, 2012. Such shares of restricted stock will vest following the third anniversary of the date of grant, April 16, 2015, in an amount to be determined based upon the achievement of certain performance conditions as specified in the reporting person's award agreement.
(5)	Includes 20,052 restricted stock units granted to the reporting person on April 16, 2012. Such restricted stock units will vest, and an applicable number of shares of common stock will be deliverable to the reporting person, following the third anniversary of the date of grant, April 16, 2015, in an amount to be determined based upon the achievement of certain performance conditions as specified in the reporting person's award agreement.
(6)	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.
(7)	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.
(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 the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.
(10)	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.
(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 2011-1 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 2011-1 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 2013-1 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 2013-1 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 Don 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.
(17)	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.
(18)	Represents shares held of record by the JWF 2014-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Such shares were gifted to the trust following their distribution from the JWF 2011-1 GRAT to its settlor as an annuity payment required by the terms of the JWF 2011-1 GRAT.
(19)	Represents shares held of record by the NNF 2014-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Such shares were gifted to the trust following their distribution from the NNF 2011-1 GRAT to its settlor as an annuity payment required by the terms of the NNF 2011-1 GRAT.

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