UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 3
Southwest Oil & Gas Income Fund X-A, L.P.
(Name of Issuer)
Limited Partnership Interests
(Title of Class of Securities)
Not Applicable
(CUSIP Number)
L. Paul Latham
Clayton Williams Energy, Inc.
6 Desta Drive, Suite 6500
Midland, Texas 79705-5510
(432) 682-6324
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 17, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: □
CUSIP No. Not Applicable
| (1) | Names of Reporting Persons | Clayton Williams Energy, Inc. |
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| (2) | Check the Appropriate Box | (a) |
| | if a Member of a Group | (b) x |
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| (3) | SEC Use Only | |
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| (4) | Source of Funds | AF |
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| (5) | Check if Disclosure of Legal | |
| | Proceedings is Required | |
| | Pursuant to Items 2(d) or 2(e) | Not Applicable |
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| (6) | Citizenship or Place of | |
| | Organization | Delaware corporation |
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| Number of Shares/Units Beneficially Owned by Each Reporting Person With: |
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| (7) | Sole Voting Power | 856.3 Units |
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| (8) | Share Voting Power | None |
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| (9) | Sole Dispositive Power | 856.3 Units |
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| (10) | Shared Dispositive Power | None |
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| (11) | Aggregate Amount Beneficially | |
| | Owned by Each Reporting Person | 856.3 Units |
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| (12) | Check if the Aggregate Amount | |
| | in Row (11) Excludes Certain Shares | Not Applicable |
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| (13) | Percent of Class Represented | |
| | by Amount in Row (11) | 8.2% of class of 10,484 Units |
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| (14) | Type of Reporting Person | HC (sole parent company of the Managing General Partner of the Issuer) |
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| Item 1. | Type of Security: | Limited Partnership Interests ("Units") |
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| | Name of Issuer: | Southwest Oil & Gas Income Fund X-A, L.P. |
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| | Address of Issuer's | 6 Desta Drive |
| | Principal Executive Offices: | Suite 6500 |
| | | Midland, Texas 79705-5510 |
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| Item 2(a). | Name of Person Filing: | Clayton Williams Energy, Inc. |
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| Item 2(b). | Address of Principal | 6 Desta Drive, Suite 6500 |
| | Business Office: | Midland, Texas 79705-5510 |
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| Item 2(c). | Present Occupation: | Not Applicable |
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| Item 2(d). | Criminal Convictions: | None |
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| Item 2(e). | Civil Securities Laws | |
| | Injunctions or Prohibitions: | None |
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| Item 2(f). | Citizenship: | Delaware, U.S.A. |
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| Item 3. | Source of Funds: | |
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| | Southwest Royalties, Inc., as Managing General Partner of the Issuer, used its working capital to acquire Units (see Item 4). As sole stockholder of Southwest Royalties, Inc., the Reporting Person owns an indirect interest in the Units acquired by Southwest Royalties, Inc. |
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| Item 4. | Purpose of Transactions: | |
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| | Southwest Royalties, Inc. satisfied the requirements of the Right of Presentment contained in the Issuer's Agreement of Limited Partnership whereby Southwest Royalties, Inc., as Managing General Partner, agrees to acquire Units from limited partners seeking an exit from the Issuer at a formula price. The Reporting Person, as sole stockholder of Southwest Royalties, Inc., owns an indirect interest in the Units acquired. |
| Item 5. | Interest in Securities | |
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| | Southwest Royalties, Inc., which is the Managing General Partner of the Issuer, holds a total of 856.3 Units of limited partnership interests over which it has sole voting and dispositive powers. As the sole stockholder of Southwest Royalties, Inc., the Reporting Person holds an indirect interest of 856.3 limited partnership Units. These Units represent 8.2% of the total 10,484 Units, which are issued and outstanding. The purchase transactions, which resulted in the indirect ownership of the Reporting Person increasing from 7.2% to 8.2% occurred between July 1, 2009 and September 17, 2010 when the Managing General Partner purchased an additional 105 Units as part of the Issuer's Right of Presentment program. The price per unit ranged from $4.77 to $30.50. |
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| Item 6. | Contracts, Arrangements, | |
| | Undertakings or Relationships | |
| | with Respect to Securities of the Issuer: | Not Applicable |
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| Item 7. | Material to Be Filed as Exhibits: | Not Applicable |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: September 28, 2010 | By: | /s/ L. Paul Latham |
| | | L. Paul Latham |
| | | Executive Vice President |
| | | and Chief Operating Officer |
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