Ownership Submission
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, 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 *
  King Scott E
2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2012
3. Issuer Name and Ticker or Trading Symbol
Matador Resources Co [NONE]
(Last)
(First)
(Middle)
5400 LBJ FREEWAY, SUITE 1500
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP-Geophysics & New Ventures
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DALLAS, TX 75240
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 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)
Class A Common Stock 734,625
D
 
Class A Common Stock 48,375
I
See footnote (1)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Stock Option (right to buy)   (2) 02/07/2012 Class A Common Stock 22,500 $ 9 D  
Stock Option (right to buy)   (3) 02/12/2013 Class A Common Stock 15,000 $ 10 D  
Class B Common Stock   (4)   (4) Class A Common Stock 150,000 $ (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
King Scott E
5400 LBJ FREEWAY, SUITE 1500
DALLAS, TX 75240
      VP-Geophysics & New Ventures  

Signatures

/s/ Scott E. King 01/30/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares held of record by the reporting person's three minor or college age children. 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) The stock options are fully vested and exercisable as of the day of this report.
(3) The stock options vest in four equal annual installments beginning on February 13, 2009.
(4) The Class B common stock is convertible into shares of Class A common stock on a one-for-one basis at any time by the reporting person and shall automatically convert into shares of Class A 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 have no expiration date.

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