Edgar Filing: PARALLEL PETROLEUM CORP

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

PARALLEL PETROLEUM CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

699157103

(CUSIP Number)

August 4, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 699157103
1	NAME OF REPORTING PERSON: WS Capital, L.L.C. I.R.S. Identification Nos. of above persons (entities only):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		5	SOLE VOTING POWER: 0*
		6	SHARED VOTING POWER: 1,894,869*
		7	SOLE DISPOSITIVE POWER: 0*
		8	SHARED DISPOSITIVE POWER: 1,894,869*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,894,869*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.6%*
12	TYPE OF REPORTING PERSON HC/OO

* Based on information set forth on the Form 10-Q of Parallel Petroleum Corporation (the “Company”) as filed with the Securities and Exchange Commission on August 4, 2008, there were 41,549,746 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), issued and outstanding as of July 28, 2008. As of August 4, 2008 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”), Walker Smith Capital (Q.P.), L.P. (“WSCQP”), Walker Smith International Fund, Ltd. (“WS International”) and HHMI Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International, the "WS Funds") owned in the aggregate 1,894,869 Shares. WS Capital Management, L.P. (“WSC Management”) is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International, and the investment manager for HHMI. WS Capital, L.L.C. (“WS Capital”) is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned in the aggregate 288,142 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Further, as of the Reporting Date, Walker Children Irrevocable Education Trust (the “Trust”) owned 3,500 Shares. Patrick P. Walker is the sole trustee of the Trust. As a result, Patrick P. Walker has sole power to vote and to direct the disposition of the securities held by the Trust. Additionally, as of the Reporting Date, Patrick P. Walker beneficially owned 3,000 Shares through a private investment account. Patrick P. Walker possesses sole power to vote and to direct the disposition of the securities in such private investment account. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 2,183,011 Shares, or approximately 5.3% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 1,894,869 Shares, or approximately 4.6% of the Shares deemed issued and outstanding as of the Reporting Date, (iii) WSVM, and WSV are deemed to beneficially own 288,142 Shares, or approximately 0.7% of the Shares deemed issued and outstanding as of the Reporting Date, and (iv) Mr. Patrick P. Walker is deemed to beneficially own 294,642 Shares, or approximately 0.7% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

CUSIP No. 699157103
1	NAME OF REPORTING PERSON: WS Capital Management, L.P. I.R.S. Identification Nos. of above persons (entities only):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		5	SOLE VOTING POWER: 0*
		6	SHARED VOTING POWER: 1,894,869*
		7	SOLE DISPOSITIVE POWER: 0*
		8	SHARED DISPOSITIVE POWER: 1,894,869*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,894,869*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.6%*
12	TYPE OF REPORTING PERSON IA/PN

CUSIP No. 699157103
1	NAME OF REPORTING PERSON: WSV Management, L.L.C. I.R.S. Identification Nos. of above persons (entities only):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		5	SOLE VOTING POWER: 0*
		6	SHARED VOTING POWER: 288,142*
		7	SOLE DISPOSITIVE POWER: 0*
		8	SHARED DISPOSITIVE POWER: 288,142*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 288,142*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.7%*
12	TYPE OF REPORTING PERSON HC/OO

CUSIP No. 699157103
1	NAME OF REPORTING PERSON: WS Ventures Management, L.P. I.R.S. Identification Nos. of above persons (entities only):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		5	SOLE VOTING POWER: 0*
		6	SHARED VOTING POWER: 288,142*
		7	SOLE DISPOSITIVE POWER: 0*
		8	SHARED DISPOSITIVE POWER: 288,142*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 288,142*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.7%*
12	TYPE OF REPORTING PERSON IA/PN

CUSIP No. 699157103
1	NAME OF REPORTING PERSON: Reid S. Walker I.R.S. Identification Nos. of above persons (entities only):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		5	SOLE VOTING POWER: 0*
		6	SHARED VOTING POWER: 2,183,011*
		7	SOLE DISPOSITIVE POWER: 0*
		8	SHARED DISPOSITIVE POWER: 2,183,011*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,183,011*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.3%*
12	TYPE OF REPORTING PERSON IN

CUSIP No. 699157103
1	NAME OF REPORTING PERSON: G. Stacy Smith I.R.S. Identification Nos. of above persons (entities only):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		5	SOLE VOTING POWER: 0*
		6	SHARED VOTING POWER: 2,183,011*
		7	SOLE DISPOSITIVE POWER: 0*
		8	SHARED DISPOSITIVE POWER: 2,183,011*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,183,011*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.3%*
12	TYPE OF REPORTING PERSON IN

CUSIP No. 699157103
1	NAME OF REPORTING PERSON: Patrick P. Walker I.R.S. Identification Nos. of above persons (entities only):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		5	SOLE VOTING POWER: 6,500*
		6	SHARED VOTING POWER: 288,142*
		7	SOLE DISPOSITIVE POWER: 6,500*
		8	SHARED DISPOSITIVE POWER: 288,142*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 294,642*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.7%*
12	TYPE OF REPORTING PERSON IN

Item 1 (a).	Name of Issuer: Parallel Petroleum Corporation
Item 1 (b).	Address of Issuer's Principal Executive Offices:
	1004 N. Big Spring, Suite 400
	Midland, Texas 79701

Item 2 (a).	Name of Person Filing:
	WS Capital, L.L.C.
	WS Capital Management, L.P.
	WSV Management, L.L.C.
	WS Ventures Management, L.P.
	Reid S. Walker
	G. Stacy Smith
	Patrick P. Walker

Item 2 (b).	Address of Principal Business Office or if none, Residence:
	300 Crescent Court, Suite 1111
	Dallas, Texas 75201

Item 2 (c).	Citizenship:
	WS Capital, L.L.C.:	Texas
	WS Capital Management, L.P.:	Texas
	WSV Management, L.L.C.:	Texas
	WS Ventures Management, L.P.:	Texas
	Reid S. Walker:	United States
	G. Stacy Smith:	United States
	Patrick P. Walker:	United States

Item 2 (d).	Title of Class of Securities: Common Stock, par value $0.01 per share

Item 2 (e).	CUSIP Number: 699157103

Item 3.	Not Applicable

Item 4.	Ownership:

(a)	Amount Beneficially Owned:
	WS Capital, L.L.C.:	1,894,869*

	WS Capital Management, L.P.:		1,894,869*
	WSV Management, L.L.C.:		288,142*
	WS Ventures Management, L.P.:		288,142*
	Reid S. Walker:		2,183,011*
	G. Stacy Smith:		2,183,011*
	Patrick P. Walker:		294,642*

(b)	Percent of Class:
	WS Capital, L.L.C.:		4.6%*
	WS Capital Management, L.P.:		4.6%*
	WSV Management, L.L.C.:		0.7%*
	WS Ventures Management, L.P.:		0.7%*
	Reid S. Walker:		5.3%*
	G. Stacy Smith:		5.3%*
	Patrick P. Walker:		0.7%*

(c)	Number of shares as to which such person has:

	(i)	sole power to vote or to direct the vote:
		WS Capital, L.L.C.:	0*
		WS Capital Management, L.P.:	0*

* Based on information set forth on the Form 10-Q of the Company as filed with the Securities and Exchange Commission on August 4, 2008, there were 41,549,746 Shares issued and outstanding as of July 28, 2008. As of the Reporting Date, the WS Funds owned in the aggregate 1,894,869 Shares. WSC Management is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International, and the investment manager for HHMI. WS Capital is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSC Management, WS Capital, and Messrs. Reid S. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WS Funds. In addition, as of the Reporting Date, the WSO Funds owned in the aggregate 288,142 Shares. WSVM is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. WSV is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals of WSV. As a result, WSVM, WSV, and Messrs. Reid S. Walker, Patrick P. Walker and G. Stacy Smith possess shared power to vote and to direct the disposition of the securities held by the WSO Funds. Further, as of the Reporting Date, the Trust owned 3,500 Shares. Patrick P. Walker is the sole trustee of the Trust. As a result, Patrick P. Walker has sole power to vote and to direct the disposition of the securities held by the Trust. Additionally, as of the Reporting Date, Patrick P. Walker beneficially owned 3,000 Shares through a private investment account. Patrick P. Walker possesses sole power to vote and to direct the disposition of the securities in such private investment account. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 2,183,011 Shares, or approximately 5.3% of the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS Capital and WSC Management are deemed to beneficially own 1,894,869 Shares, or approximately 4.6% of the Shares deemed issued and outstanding as of the Reporting Date, (iii) WSVM, and WSV are deemed to beneficially own 288,142 Shares, or approximately 0.7% of the Shares deemed issued and outstanding as of the Reporting Date, and (iv) Mr. Patrick P. Walker is deemed to beneficially own 294,642 Shares, or approximately 0.7% of the Shares deemed issued and outstanding as of the Reporting Date. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Act and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

	WSV Management, L.L.C.:	0	*
	WS Ventures Management, L.P.:	0	*
	Reid S. Walker:	0	*
	G. Stacy Smith:	0	*
	Patrick P. Walker:	6,500	*

(ii)	shared power to vote or to direct the vote:
	WS Capital, L.L.C.:	1,894,869	*
	WS Capital Management, L.P.:	1,894,869	*
	WSV Management, L.L.C.:	288,142	*
	WS Ventures Management, L.P.:	288,142	*
	Reid S. Walker:	2,183,011	*
	G. Stacy Smith:	2,183,011	*
	Patrick P. Walker:	288,142	*

(iii)	sole power to dispose or to direct the disposition of:
	WS Capital, L.L.C.:	0	*

	WS Capital Management, L.P.:	0	*
	WSV Management, L.L.C.:	0	*
	WS Ventures Management, L.P.:	0	*
	Reid S. Walker:	0	*
	G. Stacy Smith:	0	*
	Patrick P. Walker:	6,500	*

(iv)	shared power to dispose or to direct the disposition of:
	WS Capital, L.L.C.:	1,894,869	*
	WS Capital Management, L.P.:	1,894,869	*
	WSV Management, L.L.C.:	288,142	*
	WS Ventures Management, L.P.:	288,142	*
	Reid S. Walker:	2,183,011	*
	G. Stacy Smith:	2,183,011	*
	Patrick P. Walker:	288,142	*

Item 5.	Ownership of Five Percent or Less of a Class: Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person: Not applicable

Item 7.	Identification and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: Not applicable.

Item 8.	Identification and Classification of Members of the Group: Not applicable.

Item 9.	Notice of Dissolution of Group: Not applicable.

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

August 11, 2008

	WS CAPITAL, L.L.C.

	By: /s/ Reid S. Walker

	Reid S. Walker, Member


	WS CAPITAL MANAGEMENT, L.P.

	By: WS Capital, L.L.C., its general partner

	By: /s/ Reid S. Walker

	Reid S. Walker, Member


	WSV MANAGEMENT, L.L.C.

	By: /s/ Reid S. Walker

	Reid S. Walker, Member


	WS VENTURES MANAGEMENT, L.P.

	By: WSV Management, L.L.C., its general partner

	By: /s/ Reid S. Walker

	Reid S. Walker, Member

	/s/ Reid S. Walker

	REID S. WALKER

	/s/ G. Stacy Smith

	G. STACY SMITH

	/s/ Patrick P. Walker

	PATRICK P. WALKER

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)