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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Foran Joseph Wm   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, CEO and President (Last) (First) (Middle) 5400 LBJ FREEWAY, SUITE 1500 3. Date of Earliest Transaction (Month/Day/Year) 02/02/2012 (Street) DALLAS, TX 75240 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 02/02/2012   P   1,000 A $ 11.5 1,000 D   Common Stock 02/02/2012   G   1,000 D $ 0 0 D   Common Stock (1) 02/02/2012   G   1,000 A $ 0 20,000 I See footnote (2) Common Stock (1) 02/02/2012   P   4,000 A $ 11.85 4,000 I See footnote (3) Common Stock 02/07/2012   P   100,000 A $ 12 100,000 D   Common Stock (1) 02/07/2012   P   37,300 A $ 12 793,833 I See footnote (4) Common Stock (1) 02/07/2012   C   250,000 A (5) 1,043,833 I See footnote (4) Common Stock (1) 02/07/2012   C   315,350 A (5) 1,208,640 I See footnote (6) Common Stock (1) 02/07/2012   C   315,350 A (5) 1,208,640 I See footnote (7) Common Stock (1) 02/08/2012   P   1,100 A $ 12 1,044,933 I See footnote (4) Common Stock (1)               135,500 I See footnote (8) Common Stock (1)               50,000 I See footnote (9)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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

Class B Common Stock

(5)

02/07/2012

C

250,000

(5)

(5)

Common Stock

250,000

$ 0

0

I

See footnote (4)

Class B Common Stock

(5)

02/07/2012

C

315,350

(5)

(5)

Common Stock

315,350

$ 0

0

I

See footnote (6)

Class B Common Stock

(5)

02/07/2012

C

315,350

(5)

(5)

Common Stock

315,350

$ 0

0

I

See footnote (7)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Foran Joseph Wm 5400 LBJ FREEWAY, SUITE 1500 DALLAS, TX 75240	X		Chairman, CEO and President

Signatures

/s/ Joseph Wm. Foran		02/09/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	Represents shares held of record by two of the reporting person's college age children.
(3)	Represents shares held of record by the reporting person's spouse through her Individual Retirement Account.
(4)	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.
(5)	The Class B common stock automatically converted into shares of common stock on a one-for-one basis upon the consummation of the Issuer's initial public offering. The shares of Class B common stock had no expiration date.
(6)	Represents shares held of record by the JWF 2011-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
(7)	Represents shares held of record by the NNF 2011-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
(8)	Represents shares held of record by The Don Foran Family Trust 2008, for which the reporting person is the co-trustee and over which the reporting person has shared voting and investment power with other members of his family.
(9)	Represents shares held of record by The Foran Family Special Needs Trust for which the reporting person is the co-trustee and over which the reporting person has shared voting and investment power with other members of his family.

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