Ownership Submission
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 and CEO
(Last)
(First)
(Middle)
5400 LBJ FREEWAY, SUITE 1500
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2015
(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 08/07/2015   P   10,000 A $ 22.16 (1) 125,765 (2) (3) (4) D  
Common Stock               1,084,933 (5) I See footnote (6)
Common Stock               4,000 (5) I See footnote (7)
Common Stock               161,050 (5) I See footnote (8)
Common Stock               39,750 (5) I See footnote (9)
Common Stock               524,053 (5) I See footnote (10)
Common Stock               524,053 (5) I See footnote (11)
Common Stock               239,963 (5) I See footnote (12)
Common Stock               239,963 (5) I See footnote (13)
Common Stock               82,077 (5) I See footnote (14)
Common Stock               82,077 (5) I See footnote (15)
Common Stock               22,485 (5) I See footnote (16)
Common Stock               22,485 (5) I See footnote (17)
Common Stock               231,051 (5) I See footnote (18)
Common Stock               231,051 (5) I See footnote (19)
Common Stock               109,011 (5) I See footnote (20)
Common Stock               109,011 (5) I See footnote (21)
Common Stock               119,500 (5) I See footnote (22)
Common Stock               50,000 (5) I See footnote (23)
Common Stock               270 (5) I See footnote (24)

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

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 and CEO  

Signatures

 /s/ Joseph Wm. Foran, by Kyle A. Ellis as attorney-in-fact   08/10/2015
**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 price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $21.89 to $22.20 per share, inclusive. The reporting person shall provide to the Securities and Exchange Commission, the Issuer, or any security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.
(2) Includes 17,094 shares of restricted stock granted to the reporting person on March 7, 2014. Such shares of restricted stock will vest in two equal biennial installments beginning on the second anniversary of the date of grant, March 7, 2016.
(3) Includes 40,000 shares of restricted stock granted to the reporting person on March 8, 2013. Such shares of restricted stock will vest on the fourth anniversary of the date of grant, March 8, 2017.
(4) Includes 10,026 shares of restricted stock granted to the reporting person on April 16, 2012 that vest on the fourth anniversary of the date of grant, April 16, 2016.
(5) 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.
(6) 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.
(7) Represents shares held of record by the reporting person's spouse through her Individual Retirement Account.
(8) Represents shares held of record by the Foran 2012 Savings Trust for which the reporting person's spouse is a trustee.
(9) Represents shares held of record by the Foran 2012 Security Trust for which the reporting person is the trustee.
(10) 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.
(11) 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.
(12) Represents shares held of record by the JWF 2013-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
(13) Represents shares held of record by the NNF 2013-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
(14) Represents shares held of record by the JWF 2014-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
(15) Represents shares held of record by the NNF 2014-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
(16) Represents shares held of record by the JWF 2014-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
(17) Represents shares held of record by the NNF 2014-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
(18) Represents shares held of record by the JWF 2015-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
(19) Represents shares held of record by the NNF 2015-1 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power.
(20) Represents shares held of record by the JWF 2015-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 72,227 shares gifted to the trust following their distribution from the JWF 2013-1 GRAT to its settlor as an annuity payment required by the terms of the JWF 2013-1 GRAT. Also includes 36,784 shares gifted to the trust following their distribution from the JWF 2014-2 GRAT to its settlor as an annuity payment required by the terms of the JWF 2014-2 GRAT.
(21) Represents shares held of record by the NNF 2015-2 GRAT, for which the reporting person is the trustee and over which the reporting person has sole voting and investment power. Includes 72,227 shares gifted to the trust following their distribution from the NNF 2013-1 GRAT to its settlor as an annuity payment required by the terms of the NNF 2013-1 GRAT. Also includes 36,784 shares gifted to the trust following their distribution from the NNF 2014-2 GRAT to its settlor as an annuity payment required by the terms of the NNF 2014-2 GRAT.
(22) 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.
(23) 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.
(24) Represents shares held of record by the Individual Retirement Account of the reporting person's adult child, who gave the reporting person investment power over such shares through a revocable power of attorney.

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