Form 4 CLAYTON WILLIAMS ENERGY For: Dec 16 Filed by: WILLIAMS CLAYTON W (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0287
Expires:	February 28, 2011
Estimated average burden
hours per response		0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WILLIAMS CLAYTON W

(Last)

(First)

(Middle)

6 DESTA DRIVE, SUITE 6500

(Street)

MIDLAND

79705

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CLAYTON WILLIAMS ENERGY INC /DE [CWEI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.10 par value	12/16/2008		G⁽¹⁾⁽²⁾	V	34,500	D	$ 0	1,690,519	D
Common Stock, $.10 par value	12/16/2008		J⁽¹⁾⁽²⁾		1,690,519	D	$ 0 ⁽³⁾	0	D
Common Stock, $.10 par value	12/16/2008		J⁽¹⁾⁽²⁾		1,725,019	A	$ 0 ⁽³⁾	3,109,885	I	See ⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

1. Prior to the transactions described in this footnote (1), the Reporting Person beneficially owned 1,725,019 shares of the Issuer's Common Stock directly and 1,384,866 shares of the Issuer's Common Stock indirectly. On December 16, 2008 (a) the Reporting Person transferred by gift 34,500 shares of the Issuer's Common Stock (the "Gifted Shares") to a trust created for the benefit of the Reporting Person's grandchildren (the "Trust"), (b) the Reporting Person contributed 1,690,519 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 Clajon Holding Corporation ("Clajon") and (c) the Trust contributed the Gifted Shares to Holdco LP.

2. The Reporting Person owns 98% of the outstanding capital stock of Clajon, and the Trust owns the remaining 2% of the outstanding capital stock of Clajon. The Reporting Person continues to report beneficial ownership over all 3,109,885 shares of the Issuer's Common Stock previously reported by the Reporting Person (and as more fully described in footnote (3)); however the Reporting Person disclaims a pecuniary interest with respect to two percent of the shares held by CWPLCO, Inc. ("CWPLCO"), a wholly owned subsidiary of Clajon, and Holdco LP.

3. The shares of the Issuer's Common Stock were contributed to and acquired by Holdco LP as a contribution to capital for which no consideration was paid or received. The disposition of direct beneficial ownership and the acquisition of indirect beneficial ownership constitute a change in the form of beneficial ownership only.

4. Indirect ownership of the Issuer's Common Stock is held as follows: CWPLCO (1,247,488 shares), Holdco LP (1,771,219 shares), by wife, Mrs. Williams, as separate property (11,044), a trust of which Mrs. Williams is trustee (588 shares), Trusts for Clayton Wade Williams, Jeff Williams and Chicora Modesta Williams, of which Mr. Williams is Trustee (49,179 shares), a trust in which Mr. Williams is beneficiary and Mrs. Williams is trustee (5,749 shares), by wife, Mrs. Williams, as custodian for grandchildren under UGTMA (7,421). This amount also includes 17,197 shares held in the Company's 401(k) Plan and Trust.

	/s/ Clayton W. Williams, by L. Paul Latham as attorney-in-fact	12/18/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Add to Delicious

Digg It

Send by Email

View Comments (0)

Post Comment