SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Wayne Kathryn L

(Last)

(First)

(Middle)

5400 LBJ FREEWAY

SUITE 1500

(Street)

DALLAS

75240

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/22/2015

3. Issuer Name and Ticker or Trading Symbol
Matador Resources Co [ MTDR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Controller and Treasurer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	52,325⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option	⁽⁵⁾	02/21/2020	Common Stock	7,500	$9	D
Employee Stock Option	⁽⁶⁾	04/15/2017	Common Stock	11,667	$10.49	D
Employee Stock Option	⁽⁷⁾	03/11/2018	Common Stock	16,250	$8.18	D
Employee Stock Option	⁽⁸⁾	01/20/2020	Common Stock	5,714	$22.01	D

Explanation of Responses:

1. Includes 1,459 shares of restricted stock granted to the reporting person on April 16, 2012 that vest on the fourth anniversary of the date of grant, April 16, 2016.

2. Includes 8,125 shares of restricted stock granted to the reporting person on March 12, 2013. Such shares of restricted stock will vest on the fourth anniversary of the date of grant, March 12, 2017.

3. Includes 3,310 shares of restricted stock granted to the reporting person on March 17, 2014. Such shares of restricted stock will vest in two equal biennial installments beginning on the second anniversary of the date of grant, March 17, 2016.

4. Includes 2,500 shares of restricted stock granted to the reporting person on January 21, 2015. Such shares of restricted stock will vest on the third anniversary of the date of grant, January 21, 2018.

5. As of the date of this report, the employee stock options are fully vested and exercisable.

6. As of the date of this report, half of the employee stock options are vested and exercisable and half will vest on the fourth anniversary of the date of grant, April 16, 2016.

7. As of the date of this report, half of the employee stock options are vested and exercisable and half will vest on the fourth anniversary of the date of grant, March 12, 2017.

8. The employee stock options vest on the third anniversary of the date of grant, January 21, 2018.

Remarks:

	/s/ Kathryn L. Wayne	06/01/2015
	** 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 5 (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.