FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Willey Brian J		 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)
SVP, President of Midstream
(Last)          (First)          (Middle)

5400 LBJ FREEWAY, SUITE 1500		 3. Date of Earliest Transaction (MM/DD/YYYY)

4/29/2022
(Street)

DALLAS, TX 75240
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock 4/29/2022  F  1009 (1)D$48.82 63371 (2)(3)D  
Common Stock         3760 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 Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Units  (4)4/29/2022  M     2563   (5) (5)Common Stock 2563.0 $0 0 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 2,563 shares of restricted stock that were granted to the reporting person on April 29, 2019. No shares were sold by the reporting person to satisfy this tax liability.
(2) 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 grant.
(3) 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 grant.
(4) 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 April 29, 2022 vesting of such award, the reporting person settled the phantom units for cash at a rate of $48.82 per unit based upon the closing price of the Issuer's common stock on such date. No shares of common stock were issued to nor sold by the reporting person pursuant to this transaction.
(5) The phantom units vest on the third anniversary of the date of grant, April 29, 2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Willey Brian J
5400 LBJ FREEWAY
SUITE 1500
DALLAS, TX 75240

SVP, President of Midstream
Signatures
/s/ Brian J. Willey5/3/2022
**Signature of Reporting PersonDate
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 control number.
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