Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
Matador Resources Co [ NONE ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
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)
Class A Common Stock 380,977 D
Class A Common Stock(1) 242,250 I See Footnote(2)
Class A Common Stock(1) 25,000 I See Footnote(3)
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
Stock Option (right to buy) (4) 02/07/2012 Class A Common Stock 2,250 9 D
Stock Option (right to buy) (4) 05/16/2012 Class A Common Stock 1,500 9 D
Stock Option (right to buy) (4) 02/12/2013 Class A Common Stock 1,500 10 D
Stock Option (right to buy) (4) 05/21/2013 Class A Common Stock 1,500 13.33 D
Explanation of Responses:
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 242,250 shares held of record by the reporting person's adult children, who gave the reporting person voting power of such shares through a revocable power of attorney.
3. Represents 25,000 shares held of record by Laney Investments Ltd.
4. The stock options are fully vested and exercisable as of the day of this report.
/s/ David M. Laney 01/28/2012
** 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, David Lancaster, Nathan Pekar and Kyle Ellis,
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; 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

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 28th day of January, 2012.

                                         /s/ David M. Laney
                                        David M. Laney