SC 13D/A 1 cwe13d17.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AMENDMENT NO. 3 Southwest Royalties Institutional Income Fund IX-B, L.P. (Name of Issuer) Limited Partnership Interests (Title of Class of Securities) Not Applicable (CUSIP Number) L. Paul Latham Clayton Williams Energy, Inc. 6 Desta Drive, Suite 6500 Midland, Texas 79705-5510 (432) 682-6324 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 2006 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d- 1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ? CUSIP No. Not Applicable (1) Names of Reporting Persons Clayton Williams Energy, Inc. (2) Check the Appropriate Box (a) if a Member of a Group (b) X (3) SEC Use Only (4) Source of Funds AF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) Not Applicable (6) Citizenship or Place of Organization Delaware corporation Number of Shares/Units Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power 803 Units (8) Share Voting Power None (9) Sole Dispositive Power 803 Units (10) Shared Dispositive Power None (11) Aggregate Amount Beneficially Owned by Each Reporting Person 803 Units (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares Not Applicable (13) Percent of Class Represented by Amount in Row (11) 8.2% of class of 9,782 Units (14) Type of Reporting Person HC (sole parent company of the Managing General Partner of Issuer) Item 1. Type of Security: Limited Partnership Interests ("Units") Name of Issuer: Southwest Royalties Institutional Income Fund IX-B, L.P. Address of Issuer's 6 Desta Drive Principal Executive Suite 6500 Offices: Midland, Texas 79705 Item 2(a). Name of Person Filing: Clayton Williams Energy, Inc. Item 2(b). Address of Principal 6 Desta Drive, Suite 6500 Business Office: Midland, Texas 79705 Item 2(c). Present Occupation: Not Applicable Item 2(d). Criminal Convictions: None Item 2(e). Civil Securities Laws Injunctions or Prohibitions: None Item 2(f). Citizenship: Delaware, U.S.A. Item 3. Source of Funds: Southwest Royalties, Inc., as Managing General Partner of the Issuer, used its working capital to acquire Units (see Item 4). As sole stockholder of Southwest Royalties, Inc., the Reporting Person owns an indirect interest in the Units acquired by Southwest Royalties, Inc. Item 4. Purpose of Transactions: Southwest Royalties, Inc. satisfied the requirements of the Right of Presentment contained in the Issuer's Agreement of Limited Partnership whereby Southwest Royalties, Inc., as Managing General Partner, agrees to acquire Units from limited partners seeking an exit from the Issuer at a formula price. The Reporting Person, as sole stockholder of Southwest Royalties, Inc., owns an indirect interest in the Units acquired. Item 5. Interest in Securities Southwest Royalties, Inc., which is the Managing General Partner of the Issuer, holds a total of 803 Units of limited partnership interests over which it has sole voting and dispositive powers. As the sole stockholder of Southwest Royalties, Inc., the Reporting Person holds an indirect interest of 803 limited partnership Units. These Units represent 8.2% of the total 9,782 Units, which are issued and outstanding. The purchase transactions, which resulted in the indirect ownership of the Reporting Person increasing from 7.2% to 8.2%, occurred between April 1, 2006 and June 30, 2006 when the Managing General Partner purchased an additional 100 Units as part of the Issuer's Right of Presentment program. The price per unit was $146.16. Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer: Not Applicable Item 7. Material to Be Filed as Exhibits: Not Applicable SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 10, 2006 By: /s/ L. Paul Latham ---------------------------------- L. Paul Latham, President and Chief Executive Officer, of Southwest Royalties, Inc. the Managing General Partner