-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EadiO8chBA6hakUJ+ajRZfwZ91wsm0xgyqDjb8qE+xv2SPqLLjWwUPtXXJkAax2h TYpfd9a1UvbiaBnr/Qiu1g== 0000880115-08-000003.txt : 20080227 0000880115-08-000003.hdr.sgml : 20080227 20080227120322 ACCESSION NUMBER: 0000880115-08-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080227 DATE AS OF CHANGE: 20080227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST ROYALTIES INSTITUTIONAL INCOME FUND X-C LP CENTRAL INDEX KEY: 0000887426 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752374449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81030 FILM NUMBER: 08645389 BUSINESS ADDRESS: STREET 1: 6 DESTA DRIVE, SUITE 1100 CITY: MIDLAND STATE: TX ZIP: 79705 BUSINESS PHONE: 4326826324 MAIL ADDRESS: STREET 1: 6 DESTA DRIVE, SUITE 1100 CITY: MIDLAND STATE: TX ZIP: 79705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLAYTON WILLIAMS ENERGY INC /DE CENTRAL INDEX KEY: 0000880115 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752396863 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: SIX DESTA DR STREET 2: STE 6500 CITY: MIDLAND STATE: TX ZIP: 79705 BUSINESS PHONE: 9156826324 MAIL ADDRESS: STREET 1: SIX DESTA DRIVE STREET 2: STE 6500 CITY: MIDLAND STATE: TX ZIP: 79705 SC 13D/A 1 a13d23cwe3.htm SCHEDULE 13D a13d23cwe3.htm

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 X-C, 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)


February 25, 2008
(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
480.6 Units
     
 (8)
Share Voting Power
None
     
 (9)
Sole Dispositive Power
480.6 Units
     
(10)
Shared Dispositive Power
None
     
(11)
Aggregate Amount Beneficially
  
 
Owned by Each Reporting Person
480.6 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)
8.0% of class of 5,983 Units
     
(14)
Type of Reporting Person
HC (sole parent company of the Managing General Partner of the Issuer)
     

 
 
 


     
Item 1.
Type of Security:
Limited Partnership Interests ("Units")
     
 
Name of Issuer:
Southwest Royalties Institutional Income Fund X-C, L.P.
     
 
Address of Issuer's
6 Desta Drive
 
Principal Executive Offices:
Suite 6500
   
Midland, Texas 79705-5510
     
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 79705-5510
     
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 480.6 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 480.6 limited partnership Units.  These Units represent 8.0% of the total 5,983 Units, which are issued and outstanding. The purchase transactions, which resulted in the indirect ownership of the Reporting Person increasing from 7.7% to 8.0% occurred between July 1, 2007 and February 25, 2008 when the Managing General Partner purchased an additional 22.5 Units as part of the Issuer's Right of Presentment program. The price per unit ranged from $48.83 to $77.00.
     
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: February 27, 2008
By:
/s/ L. Paul Latham
   
L. Paul Latham
   
Executive Vice President
   
and Chief Operating Officer
     



 
 
 

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