Sec Form 4 Filing - ARES MANAGEMENT LLC @ CLAYTON WILLIAMS ENERGY INC /DE - 2016-05-11

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

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

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1. Name and Address of Reporting Person ARES MANAGEMENT LLC 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2000 AVENUE OF THE STARS, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/11/2016 (Street) LOS ANGELES, CA90067 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock, $0.10 par value 05/11/2016 P 140,000 A $ 16.4015 ( 1 ) 503,618 I See footnotes ( 2 ) ( 3 ) ( 4 ) Common Stock, $0.10 par value 05/12/2016 P 208,600 A $ 17.813 ( 5 ) 712,218 I See footnotes ( 2 ) ( 3 ) ( 4 ) Common Stock, $0.10 par value 05/13/2016 P 166,805 A $ 19.4181 ( 6 ) 879,023 I See footnotes ( 2 ) ( 3 ) ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ARES MANAGEMENT LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X X Ares Management Holdings L.P. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X X Ares Holdco LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X X Ares Holdings Inc. 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X X ARES MANAGEMENT LP 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X X Ares Management GP LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X X Ares Partners Holdco LLC 2000 AVENUE OF THE STARS 12TH FLOOR LOS ANGELES, CA90067 X X Signatures /s/ Naseem Sagati, by Authorized Signatory of ARES MANAGEMENT LLC 05/13/2016 Signature of Reporting Person Date /s/ Naseem Sagati, by Authorized Signatory of ARES HOLDCO LLC, GENERAL PARTNER FOR ARES MANAGEMENT HOLDINGS L.P. 05/13/2016 Signature of Reporting Person Date /s/ Naseem Sagati, by Authorized Signatory of ARES HOLDCO LLC 05/13/2016 Signature of Reporting Person Date /s/ Naseem Sagati, by Authorized Signatory of ARES HOLDINGS INC. 05/13/2016 Signature of Reporting Person Date /s/ Naseem Sagati, by Authorized Signatory of ARES MANAGEMENT GP LLC, GENERAL PARTNER FOR ARES MANAGEMENT, L.P. 05/13/2016 Signature of Reporting Person Date /s/ Naseem Sagati, by Authorized Signatory of ARES MANAGEMENT GP LLC 05/13/2016 Signature of Reporting Person Date /s/ Naseem Sagati, by Authorized Signatory of ARES PARTNERS HOLDCO LLC 05/13/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $15.3800 to $17.5000, inclusive. The undersigned undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1), (5) and (6) to this Form 4. ( 2 )The amounts of securities acquired reported in this Form 4 reflect an aggregate of 515,405 shares purchased in open market purchases, in the following amounts: 49,773 shares by AF IV Energy AIV A1, L.P., 9,097 shares by AF IV Energy AIV A2, L.P., 55,378 shares by AF IV Energy AIV A3, L.P., 54,283 shares by AF IV Energy AIV A4, L.P., 54,474 shares by AF IV Energy AIV A5, L.P., 55,378 shares by AF IV Energy AIV A6, L.P., 27,415 shares by AF IV Energy AIV A7, L.P. and 209,607 shares by AF IV Energy AIV B1, L.P. The manager of the foregoing entities is Ares Management LLC. (continued in footnote 3) ( 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) ( 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 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. ( 5 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.3400 to $18.3700, inclusive. ( 6 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $18.3000 to $19.9800, inclusive.

Remarks: 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, 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 of directors of the Issuer on March 31, 2016 and accordingly, Ares Management LLC and the Ares Entities may be deemed to be a director by deputization.

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).

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