SC 13D/A 1 swr13d62510210.htm SC 13D/A swr13d62510210.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


SCHEDULE 13D


Under the Securities Exchange Act of 1934
AMENDMENT NO. 24


Southwest Royalties Institutional Income Fund VII-B, L.P.
(Name of Issuer)


Limited Partnership Interests
(Title of Class of Securities)


Not Applicable
(CUSIP Number)


L. Paul Latham
Southwest Royalties, 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 18, 2010
(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
Southwest Royalties, Inc.
     
 (2)
Check the Appropriate Box
(a)
 
if a Member of a Group
(b)  x
     
 (3)
SEC Use Only
 
     
 (4)
Source of Funds
WC
     
 (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
6,454.5 Units
     
 (8)
 Share Voting Power
None
     
 (9)
Sole Dispositive Power
6,454.5 Units
     
(10)
Shared Dispositive Power
None
     
(11)
Aggregate Amount Beneficially
 
 
Owned by Each Reporting Person
6,454.5 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)
43.0% of class of 15,000 Units
     
(14)
Type of Reporting Person
CO (Managing General Partner of Issuer)
     

 
 

 


     
Item 1.
 Type of Security:
Limited Partnership Interests ("Units")
     
 
Name of Issuer:
Southwest Royalties Institutional Income Fund VII-B, L.P.
     
 
Address of Issuer's
6 Desta Drive
 
Principal Executive
Suite 6500
 
Offices:
Midland, Texas 79705-5510
     
Item 2(a).
Name of Person Filing:
Southwest Royalties, 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:
Working capital of the Reporting Person.
     
Item 4.
Purpose of Transactions:
 
     
 
The Reporting Person satisfied the requirements of the Right of Presentment contained in the Issuer's Agreement of Limited Partnership whereby the Reporting Person, as Managing General Partner, agrees to acquire Units from limited partners seeking an exit from the Issuer at a formula price.
     


 
 

 


Item 5.
Interest in Securities
 
     
 
The Reporting Person, which is the Managing General Partner of the Issuer, holds a total of 6,454.5 Units of limited partnership interests over which it has sole voting and dispositive powers.  These Units represent 43.0% of the total 15,000 Units which are issued and outstanding.  The purchase transactions which resulted in the ownership of the Reporting Person increasing from 42.0% to 43.0% occurred between July 1, 2009 and June 18, 2010 when the Reporting Person purchased an additional 157 Units as part of the Issuer's Right of Presentment program. The price per unit ranged from $179.09 to $200.98.
     
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: June 25, 2010
By:
/s/ L. Paul Latham
   
L. Paul Latham, President and
   
Chief Executive Officer,
   
of Southwest Royalties, Inc.
   
the Managing General Partner