Statement of Changes in Beneficial Ownership (4)

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 * Byerley William M	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 _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 5400 LBJ FREEWAY, SUITE 1500	3. Date of Earliest Transaction (MM/DD/YYYY) 6/4/2021
(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	6/4/2021		A		4043 (1)	A	$0	44255	D

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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

(1)

Represents restricted stock units ("RSUs") granted to the reporting person on June 4, 2021. Such RSUs will vest on June 4, 2022, or if sooner, immediately prior to the election of the nominees for director at the 2022 annual meeting of shareholders of the Issuer (the "Vesting Date"). Pursuant to the Issuer's Nonqualified Deferred Compensation Plan for Non-Employee Directors, the reporting person has deferred delivery of all of such vested RSUs to within 30 days of the earlier of (i) the fifth anniversary of the Vesting Date, (ii) separation of service or (iii) a change in control (the "Delivery Date"). On the Delivery Date, such vested RSUs will be deliverable to the reporting person in an equal number of shares of common stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Byerley William M 5400 LBJ FREEWAY SUITE 1500 DALLAS, TX 75240	X

Signatures
/s/ William M. Byerley, by Brian J. Willey as attorney-in-fact		6/8/2021
**Signature of Reporting Person		Date