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* Willey Brian J (Last) (First) (Middle) 5400 LBJ FREEWAY SUITE 1500 (Street) DALLAS TX 75240 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/31/2022	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) SVP, President of Midstream	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	64,380(1)(2)(3)	D
Common Stock	3,760	I	Represents shares held of record by the reporting person's Individual Retirement Account

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	(4)	08/27/2025	Common Stock	6,667	14.8	D
Phantom Units	(5)	(5)	Common Stock	2,563	(6)	D
Phantom Units	(7)	(7)	Common Stock	3,334	(6)	D

Explanation of Responses:

1. Includes 11,638 shares of restricted stock granted to the reporting person on February 17, 2022 that vest in equal annual installments on the first, second and third anniversaries of the date of the grant.

2. Includes 12,500 shares of restricted stock granted to the reporting person on June 4, 2021 that vest in equal annual installments on the first, second and third anniversaries of the date of the grant.

3. Includes 2,563 shares of restricted stock granted to the reporting person on April 29, 2019 that vest on the third anniversary of the date of the grant.

4. The employee stock options vest on the third anniversary of the date of grant, August 28, 2019.

5. The phantom units vest on the third anniversary of the date of grant, April 29, 2019.

6. Each phantom unit is the economic equivalent of one share of common stock of Matador Resources Company.

7. The phantom units vest in equal annual installments on the second and third anniversaries of the date of grant, June 22, 2020.

Remarks:

	/s/ Brian J. Willey	04/08/2022
	** 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.

SECTION 16
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Joseph Wm. Foran, Craig N. Adams, Bryan A. Erman and Robert
T. Macalik, signing singly, the undersigned's true and lawful attorney-in-fact
to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Matador Resources Company (the "Company"),
Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or 5
and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority, including without
limitation the filing of a Form ID or any other documents necessary or
appropriate to enable the undersigned to file the Forms 3, 4, or 5
electronically with the SEC; and

(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution
or revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and
powers herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect
to the undersigned's holdings of and transactions in securities issued by
the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 31st day of March, 2022.

                                 /s/ Brian J. Willey
                                Brian J. Willey