X0303 4 2008-12-16 0 0000880115 CLAYTON WILLIAMS ENERGY INC /DE CWEI 0001329021 Clajon Holding CORP 6 DESTA DRIVE, SUITE 6500 MIDLAND TX 79705 0 0 1 0 Common Stock, $.10 par value 2008-12-16 4 J 0 1725019 0 A 3018707 I See On December 16, 2008, Clayton W. Williams and a trust created for the benefit of Mr. Williams' grandchildren (the "Trust") contributed a total of 1,725,019 shares of the Issuer's Common Stock to CW Stock Holdco, L.P. ("Holdco LP"), a limited partnership the general partner of which is CW Stock Holdco GP, LLC ("Holdco GP") and the limited partner of which is the Reporting Person. Holdco GP is a wholly owned subsidiary of the Reporting Person. Mr. Williams owns 98% of the outstanding capital stock of the Reporting Person, and the Trust owns the remaining 2% of the outstanding capital stock of the Reporting Person. The shares of the Issuer's Common Stock were acquired by Holdco LP as a contribution to capital for which no consideration was paid or received. Indirect ownership of the Issuer's Common Stock is held as follows: CWPLCO, Inc., a wholly owned subsidiary of the Reporting Person (1,247,488 shares), and Holdco LP (1,771,219 shares). /s/ Clajon Holding Corporation by L. Paul Latham, Vice President 2008-12-18