SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CLAYTON WILLIAMS ENERGY INC /DE [ CWEI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/01/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, $0.10 par value | 06/01/2016 | P | 87,461 | A | $24.9293(1) | 971,629 | I | See footnotes(2)(3)(4) | ||
| Common Stock, $0.10 par value | 06/03/2016 | P | 70,776 | A | $25.5161(5) | 1,042,405 | I | See footnotes(2)(3)(4) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $24.5700 to $25.0000, inclusive. The undersigned undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1) and (5). |
| 2. The amounts of securities acquired reported in this Form 4 reflect an aggregate of 158,237 shares purchased in open market purchases, in the following amounts: 15,281 shares by AF IV Energy AIV A1, L.P., 2,793 shares by AF IV Energy AIV A2, L.P., 17,003 shares by AF IV Energy AIV A3, L.P., 16,665 shares by AF IV Energy AIV A4, L.P., 16,724 shares by AF IV Energy AIV A5, L.P., 17,002 shares by AF IV Energy AIV A6, L.P., 8,417 shares by AF IV Energy AIV A7, L.P. and 64,352 shares by AF IV Energy AIV B1, L.P. The manager of the foregoing entities is Ares Management LLC. (continued in footnote 3) |
| 3. The sole member of Ares Management LLC is Ares Management Holdings L.P. ("Ares Management Holdings") and the general partner of Ares Management Holdings is Ares Holdco LLC ("Ares Holdco"). The sole member of Ares Holdco is Ares Holdings Inc. ("Ares Holdings"), whose sole stockholder is Ares Management, L.P. ("Ares Management"). The general partner of Ares Management is Ares Management GP LLC ("Ares Management GP") and the sole member of Ares Management GP is Ares Partners Holdco LLC ("Ares Partners," and together with Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Holdings, Ares Management, and Ares Management GP, the "Ares Entities"). Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, David Kaplan, John Kissick, Antony Ressler and Bennett Rosenthal. (Continued in footnote 4) |
| 4. Decisions by Ares Partners' board of managers generally are made by a majority of the members, which majority, subject to certain conditions, must include Antony Ressler. Each of the Ares Entities and the members of Ares Partners' board of managers and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this Form 4 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067. |
| 5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $24.9700 to $26.0000, inclusive. |
| Remarks: |
| Affiliates of Ares Management LLC and the Ares Entities hold all of the shares of a series of special voting preferred stock of the Issuer. The shares of the special voting preferred stock grant the holders thereof the right to elect up to two members of the board of directors of the Issuer, subject to reduction based on the warrants held by such holders, their respective affiliates and other permitted transferees that remain unexercised in respect of a specified number of shares for which such warrants are exercisable. The holders of the series of special voting preferred stock elected two members to the board of directors of the Issuer on March 31, 2016 and accordingly, Ares Management LLC and the Ares Entities may be deemed to be a director by deputization. |
| /s/ Michael D. Weiner, by Authorized Signatory of ARES MANAGEMENT LLC | 06/03/2016 | |
| /s/ Michael D. Weiner, by Authorized Signatory of ARES HOLDCO LLC, GENERAL PARTNER FOR ARES MANAGEMENT HOLDINGS L.P. | 06/03/2016 | |
| /s/ Michael D. Weiner, by Authorized Signatory of ARES HOLDCO LLC | 06/03/2016 | |
| /s/ Michael D. Weiner, by Authorized Signatory of ARES HOLDINGS INC. | 06/03/2016 | |
| /s/ Michael D. Weiner, by Authorized Signatory of ARES MANAGEMENT GP LLC, GENERAL PARTNER FOR ARES MANAGEMENT, L.P. | 06/03/2016 | |
| /s/ Michael D. Weiner, by Authorized Signatory of ARES MANAGEMENT GP LLC | 06/03/2016 | |
| /s/ Michael D. Weiner, by Authorized Signatory of ARES PARTNERS HOLDCO LLC | 06/03/2016 | |
| ** 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 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). | ||
| 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. | ||