X0206 3 2016-03-15 0 0000880115 CLAYTON WILLIAMS ENERGY INC /DE CWEI 0001259313 ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001536937 Ares Management Holdings L.P. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001669983 Ares Holdco LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001620317 Ares Holdings Inc. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001176948 ARES MANAGEMENT LP 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001620264 Ares Management GP LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 0001620263 Ares Partners Holdco LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 0 0 1 0 Warrant to Purchase Common Stock 22.00 2026-03-15 Common Stock, $0.10 par value 2251364 I See footnotes The warrants can be exercised at any time. The amount reported reflects warrants exercisable for an aggregate of 2,251,364 shares, in the following amounts: 155,294 shares by AF IV Energy AIV A1, L.P., 28,385 shares by AF IV Energy AIV A2, L.P., 172,787 shares by AF IV Energy AIV A3, L.P., 169,366 shares by AF IV Energy AIV A4, L.P., 169,964 shares by AF IV Energy AIV A5, L.P., 172,787 shares by AF IV Energy AIV A6, L.P., 85,538 shares by AF IV Energy AIV A7, L.P., 653,996 shares by AF IV Energy AIV B1, L.P. and 643,247 shares by AF IV (U), L.P. The manager of the foregoing entities is Ares Management LLC. (continued in footnote 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) 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 3 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. /s/ Michael D. Weiner, by Authorized Signatory of ARES MANAGEMENT LLC 2016-03-24 /s/ Michael D. Weiner, by Authorized Signatory of ARES HOLDCO LLC, general partner for ARES MANAGEMENT HOLDINGS L.P. 2016-03-24 /s/ Michael D. Weiner, by Authorized Signatory of ARES HOLDCO LLC 2016-03-24 /s/ Michael D. Weiner, by Authorized Signatory of ARES HOLDINGS INC. 2016-03-24 /s/ Michael D. Weiner, by Authorized Signatory of ARES MANAGEMENT GP LLC, general partner for ARES MANAGEMENT, L.P. 2016-03-24 /s/ Michael D. Weiner, by Authorized Signatory of ARES MANAGEMENT GP LLC 2016-03-24 /s/ Michael D. Weiner, by Authorized Signatory of ARES PARTNERS HOLDCO LLC 2016-03-24