X0306 4 2016-08-29 0 0000880115 CLAYTON WILLIAMS ENERGY INC /DE CWEI 0001259313 ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001536937 Ares Management Holdings L.P. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001669983 Ares Holdco LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001620317 Ares Holdings Inc. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001176948 ARES MANAGEMENT LP 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001620264 Ares Management GP LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 0001620263 Ares Partners Holdco LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES CA 90067 1 0 1 0 Common Stock, $0.10 par value 2016-08-29 4 P 0 5051100 29.6965 A 6093505 I See footnotes The amounts of securities acquired reported in this Form 4 reflect an aggregate of 5,051,100 shares purchased in a private placement, in the following amounts: 272,146 shares by AF IV Energy AIV A1, L.P., 74,298 shares by AF IV Energy AIV A2, L.P., 183,595 shares by AF IV Energy AIV A3, L.P., 40,301 shares by AF IV Energy AIV A4, L.P., 268,676 shares by AF IV Energy AIV A5, L.P., 179,117 shares by AF IV Energy AIV A6, L.P., 201,506 shares by AF IV Energy AIV A7, L.P., 156,727 shares by AF IV Energy AIV A8, L.P., 125,382 shares by AF IV Energy AIV A9, L.P., 189,640 shares by AF IV Energy AIV A10, L.P., 268,676 shares by AF IV Energy AIV A11, L.P., 2,249,186 shares by AF IV Energy AIV B1, L.P. and 841,850 shares by AF IV(U), L.P. The manager of the foregoing entities is Ares Management LLC. (continued in footnote 2) 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 3) 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. 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 (the "Board"), 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 on March 31, 2016 and reappointed the two members to the Board on June 22, 2016. The Issuer has also entered into a Stockholder Agreement with Ares Management LLC, on behalf of affiliates of Ares Management LLC and the Ares Entities, pursuant to which such affiliates have the right to designate one director nominee for election to the Board, subject to approval by the Nominating and Governance Committee of the Board. On August 29, 2016, Ares Management LLC designated one director nominee for election to the Board, and such nominee was recommended for appointment by the Nominating and Governance Committe of the Board. Based on the foregoing, Ares Management LLC and the Ares Entities may be deemed to be a director by deputization. /s/ Naseem Sagati, by Authorized Signatory of ARES MANAGEMENT LLC 2016-08-29 /s/ Naseem Sagati, by Authorized Signatory of ARES HOLDCO LLC, GENERAL PARTNER FOR ARES MANAGEMENT HOLDINGS L.P. 2016-08-29 /s/ Naseem Sagati, by Authorized Signatory of ARES HOLDCO LLC 2016-08-29 /s/ Naseem Sagati, by Authorized Signatory of ARES HOLDINGS INC. 2016-08-29 /s/ Naseem Sagati, by Authorized Signatory of ARES MANAGEMENT GP LLC, GENERAL PARTNER FOR ARES MANAGEMENT, L.P. 2016-08-29 /s/ Naseem Sagati, by Authorized Signatory of ARES MANAGEMENT GP LLC 2016-08-29 /s/ Naseem Sagati, by Authorized Signatory of ARES PARTNERS HOLDCO LLC 2016-08-29