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^*

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)
02/21/2025

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	02/21/2025		P		6,000⁽¹⁾	A	$53.94	39,379⁽²⁾⁽³⁾⁽⁴⁾	D
Common Stock								0⁽⁵⁾	I	See footnote⁽⁶⁾⁽⁷⁾
Common Stock								488,997⁽⁴⁾⁽⁵⁾	I	See footnote⁽⁸⁾
Common Stock								453,413⁽⁴⁾⁽⁵⁾	I	See footnote⁽⁹⁾
Common Stock								1,105,913⁽⁵⁾	I	See footnote⁽¹⁰⁾
Common Stock								1,137,182⁽⁵⁾	I	See footnote⁽¹¹⁾
Common Stock								1,347,912⁽⁵⁾	I	See footnote⁽¹²⁾
Common Stock								36,885⁽⁵⁾	I	See footnote⁽¹³⁾
Common Stock								36,885⁽⁵⁾	I	See footnote⁽¹⁴⁾
Common Stock								109,221⁽⁵⁾	I	See footnote⁽¹⁵⁾
Common Stock								109,221⁽⁵⁾	I	See footnote⁽¹⁶⁾
Common Stock								90,247⁽⁵⁾	I	See footnote⁽¹⁷⁾
Common Stock								90,247⁽⁵⁾	I	See footnote⁽¹⁸⁾
Common Stock								175,766⁽⁵⁾	I	See footnote⁽¹⁹⁾
Common Stock								175,766⁽⁵⁾	I	See footnote⁽²⁰⁾

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. The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $52.73 to $55.06 per share, inclusive. The reporting person shall provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.

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

3. Amount of shares reported includes shares held of record by the reporting person following a terminating distribution from the JWF 2023-1 GRAT to its settlor and the contribution of shares by the reporting person to the JWF 2025-1 GRAT, pursuant to the terms of such trusts, as described below.

4. Reflects the transfer of 6,338 shares to the Foran 2012 Savings Trust and 6,498 shares to the Foran 2012 Security Trust, which transfers effected only a change in the form of beneficial ownership and did not result in any change in the reporting person's pecuniary interest in such shares.

5. 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.

6. Represents shares held of record by the reporting person's spouse.

7. Amount of shares reported includes shares held of record by the reporting person's spouse following a terminating distribution from the NNF 2023-1 GRAT to its settlor and the contribution of shares by the reporting person's spouse to the NNF 2025-1 GRAT, pursuant to the terms of such trusts, as described below.

8. Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.

9. Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the 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 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.

12. Represents shares held of record collectively by 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 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.

13. 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.

14. 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.

15. Represents shares held of record by the JWF 2024-1 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 NNF 2024-1 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 JWF 2024-2 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 NNF 2024-2 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 JWF 2025-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 89,179 shares transferred to the trust following their distribution from the JWF 2023-1 GRAT to its settlor and 70,528 shares transferred to the trust following their distribution from the JWF 2024-1 GRAT to its settlor, each being annuity payments required by the terms of the respective trusts. Also includes 16,059 shares transferred to the JWF 2025-1 GRAT by its settlor.

20. Represents shares held of record by the NNF 2025-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 89,179 shares transferred to the trust following their distribution from the NNF 2023-1 GRAT to its settlor and 70,528 shares transferred to the trust following their distribution from the NNF 2024-1 GRAT to its settlor, each being annuity payments required by the terms of the respective trusts. Also includes 16,059 shares transferred to the NNF 2025-1 GRAT by its settlor.

Remarks:

	/s/ Joseph Wm. Foran, by Cale L. Curtin as attorney-in-fact	02/24/2025
	** 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.

Chairman and CEO Foran Joseph Wm bought $323,640 worth of shares (6,000 units at $53.94), increasing direct ownership by 18% to 39,379 units (SEC Form 4)