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)
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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) 05/31/2005 | ||||||||||||||||||||||||||
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, $.10 par value | 05/31/2005 | S | 807,674 | D | (1)(2) | 4,005,778 | I | See(1)(2) | ||
Common Stock, $.10 par value | 1,521,560(3) | D |
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 |
Explanation of Responses: |
1. The reported securities are held, along with other assets and liabilities, by Clayton Williams Partnership, Ltd., a family limited partnership (3,686,325 shares), CWPLCO, Inc. (194,784 shares), Modesta Williams, as separate property (11,044 shares), a trust of which Mrs. Williams is trustee (588 shares), son, Clay Wade Williams (10,440 shares), son, Jeff Williams (12,500 shares), daughter, Chicora Modesta Williams (11,671 shares), Trusts for Clayton Wade Williams, Jeff Williams and Chicora Modesta Williams, of which Mr. Williams is Trustee (49,179 shares), a trust in which Mr. Williams is beneficiary and Mrs. Williams is trustee (5,749 shares), by wife, Modesta Williams as custodian for grandchildren under UGTMA (5,988 shares). This amount also includes 17,510 shares held in the Company's 401(k) Plan and Trust. |
2. On May 31, 2005, CWPLCO, Inc. sold a 15.15% limited partner residual interest in Clayton Williams Partnership, Ltd. to The Williams Childrens Partnership, Ltd. for an aggregate purchase price of $11,722,000. CWPLCO, Inc. is also the sole general partner of The Williams Childrens Partnership, Ltd. The reporting person disclaims beneficial ownership of the securities held by The Williams Childrens Partnership, Ltd. except to the extent of his pecuniary interest therein. |
3. Amount presented includes the right to acquire 1,050,500 shares through the exercise of stock options. |
/s/ Clayton W. Williams, by L. Paul Latham as attorney-in-fact | 06/02/2005 | |
** 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. |