UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
PARALLEL PETROLEUM CORPORATION
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
699157103
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 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:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] 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) Names of Reporting Persons: 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 (See Instructions)
(a) [ ] (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: 2,909,676*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,909,676*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,909,676*
--------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 7.0%*
--------------------------------------------------------------------------------
(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 November 3, 2008, there were 41,597,161 shares of the Company's common stock,
par value $0.01 per share (the "Shares"), issued and outstanding as of October
30, 2008. As of December 31, 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 2,909,676 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") and WS Opportunity Fund
(Q.P.), L.P. ("WSOQP" and together with WSO, the "WSO Funds") owned in the
aggregate 416,069 Shares. WS Ventures Management, L.P. ("WSVM") is the general
partner of WSO and WSOQP. 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 3,325,745 Shares, or approximately 8.0% of
the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS
Capital and WSC Management are deemed to beneficially own 2,909,676 Shares, or
approximately 7.0% of the Shares deemed issued and outstanding as of the
Reporting Date, (iii) WSVM and WSV are deemed to beneficially own 416,069
Shares, or approximately 1.0% of the Shares deemed issued and outstanding as of
the Reporting Date, and (iv) Mr. Patrick P. Walker is deemed to beneficially own
422,569 Shares, or approximately 1.0% 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, as amended, shall not be deemed to be an admission that
any such reporting person is a member of such a group.
CUSIP No. 699157103
--------------------------------------------------------------------------------
(1) Names of Reporting Persons: 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 (See Instructions)
(a) [ ] (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: 2,909,676*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 2,909,676*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,909,676*
--------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 7.0%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person: IA/PN
--------------------------------------------------------------------------------
* 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 November 3, 2008, there were 41,597,161 shares of the Company's common stock,
par value $0.01 per share (the "Shares"), issued and outstanding as of October
30, 2008. As of December 31, 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 2,909,676 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") and WS Opportunity Fund
(Q.P.), L.P. ("WSOQP" and together with WSO, the "WSO Funds") owned in the
aggregate 416,069 Shares. WS Ventures Management, L.P. ("WSVM") is the general
partner of WSO and WSOQP. 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 3,325,745 Shares, or approximately 8.0% of
the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS
Capital and WSC Management are deemed to beneficially own 2,909,676 Shares, or
approximately 7.0% of the Shares deemed issued and outstanding as of the
Reporting Date, (iii) WSVM and WSV are deemed to beneficially own 416,069
Shares, or approximately 1.0% of the Shares deemed issued and outstanding as of
the Reporting Date, and (iv) Mr. Patrick P. Walker is deemed to beneficially own
422,569 Shares, or approximately 1.0% 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, as amended, shall not be deemed to be an admission that
any such reporting person is a member of such a group.
CUSIP No. 699157103
--------------------------------------------------------------------------------
(1) Names of Reporting Persons: 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 (See Instructions)
(a) [ ] (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: 416,069*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 416,069*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
416,069*
--------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 1.0%*
--------------------------------------------------------------------------------
(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 November 3, 2008, there were 41,597,161 shares of the Company's common stock,
par value $0.01 per share (the "Shares"), issued and outstanding as of October
30, 2008. As of December 31, 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 2,909,676 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") and WS Opportunity Fund
(Q.P.), L.P. ("WSOQP" and together with WSO, the "WSO Funds") owned in the
aggregate 416,069 Shares. WS Ventures Management, L.P. ("WSVM") is the general
partner of WSO and WSOQP. 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 3,325,745 Shares, or approximately 8.0% of
the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS
Capital and WSC Management are deemed to beneficially own 2,909,676 Shares, or
approximately 7.0% of the Shares deemed issued and outstanding as of the
Reporting Date, (iii) WSVM and WSV are deemed to beneficially own 416,069
Shares, or approximately 1.0% of the Shares deemed issued and outstanding as of
the Reporting Date, and (iv) Mr. Patrick P. Walker is deemed to beneficially own
422,569 Shares, or approximately 1.0% 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, as amended, shall not be deemed to be an admission that
any such reporting person is a member of such a group.
CUSIP No. 699157103
--------------------------------------------------------------------------------
(1) Names of Reporting Persons: 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 (See Instructions)
(a) [ ] (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: 416,069*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 416,069*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
416,069*
--------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 1.0%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person: IA/PN
--------------------------------------------------------------------------------
* 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 November 3, 2008, there were 41,597,161 shares of the Company's common stock,
par value $0.01 per share (the "Shares"), issued and outstanding as of October
30, 2008. As of December 31, 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 2,909,676 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") and WS Opportunity Fund
(Q.P.), L.P. ("WSOQP" and together with WSO, the "WSO Funds") owned in the
aggregate 416,069 Shares. WS Ventures Management, L.P. ("WSVM") is the general
partner of WSO and WSOQP. 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 3,325,745 Shares, or approximately 8.0% of
the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS
Capital and WSC Management are deemed to beneficially own 2,909,676 Shares, or
approximately 7.0% of the Shares deemed issued and outstanding as of the
Reporting Date, (iii) WSVM and WSV are deemed to beneficially own 416,069
Shares, or approximately 1.0% of the Shares deemed issued and outstanding as of
the Reporting Date, and (iv) Mr. Patrick P. Walker is deemed to beneficially own
422,569 Shares, or approximately 1.0% 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, as amended, shall not be deemed to be an admission that
any such reporting person is a member of such a group.
CUSIP No. 699157103
--------------------------------------------------------------------------------
(1) Names of Reporting Persons: Reid S. Walker
I.R.S. Identification Nos. of Above Persons (entities only):
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (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: 3,325,745*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 3,325,745*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,325,745*
--------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 8.0%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person: IN
--------------------------------------------------------------------------------
* 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 November 3, 2008, there were 41,597,161 shares of the Company's common stock,
par value $0.01 per share (the "Shares"), issued and outstanding as of October
30, 2008. As of December 31, 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 2,909,676 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") and WS Opportunity Fund
(Q.P.), L.P. ("WSOQP" and together with WSO, the "WSO Funds") owned in the
aggregate 416,069 Shares. WS Ventures Management, L.P. ("WSVM") is the general
partner of WSO and WSOQP. 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 3,325,745 Shares, or approximately 8.0% of
the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS
Capital and WSC Management are deemed to beneficially own 2,909,676 Shares, or
approximately 7.0% of the Shares deemed issued and outstanding as of the
Reporting Date, (iii) WSVM and WSV are deemed to beneficially own 416,069
Shares, or approximately 1.0% of the Shares deemed issued and outstanding as of
the Reporting Date, and (iv) Mr. Patrick P. Walker is deemed to beneficially own
422,569 Shares, or approximately 1.0% 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, as amended, shall not be deemed to be an admission that
any such reporting person is a member of such a group.
CUSIP No. 699157103
--------------------------------------------------------------------------------
(1) Names of Reporting Persons: G. Stacy Smith
I.R.S. Identification Nos. of Above Persons (entities only):
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (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: 3,325,745*
--------------------------------------
(7) Sole Dispositive Power: 0*
--------------------------------------
(8) Shared Dispositive Power: 3,325,745*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,325,745*
--------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 8.0%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person: IN
--------------------------------------------------------------------------------
* 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 November 3, 2008, there were 41,597,161 shares of the Company's common stock,
par value $0.01 per share (the "Shares"), issued and outstanding as of October
30, 2008. As of December 31, 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 2,909,676 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") and WS Opportunity Fund
(Q.P.), L.P. ("WSOQP" and together with WSO, the "WSO Funds") owned in the
aggregate 416,069 Shares. WS Ventures Management, L.P. ("WSVM") is the general
partner of WSO and WSOQP. 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 3,325,745 Shares, or approximately 8.0% of
the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS
Capital and WSC Management are deemed to beneficially own 2,909,676 Shares, or
approximately 7.0% of the Shares deemed issued and outstanding as of the
Reporting Date, (iii) WSVM and WSV are deemed to beneficially own 416,069
Shares, or approximately 1.0% of the Shares deemed issued and outstanding as of
the Reporting Date, and (iv) Mr. Patrick P. Walker is deemed to beneficially own
422,569 Shares, or approximately 1.0% 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, as amended, shall not be deemed to be an admission that
any such reporting person is a member of such a group.
CUSIP No. 699157103
--------------------------------------------------------------------------------
(1) Names of Reporting Persons: Patrick P. Walker
I.R.S. Identification Nos. of Above Persons (entities only):
--------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (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: 416,069*
--------------------------------------
(7) Sole Dispositive Power: 6,500*
--------------------------------------
(8) Shared Dispositive Power: 416,069*
--------------------------------------
--------------------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
422,569*
--------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
[ ]
--------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9): 1.0%*
--------------------------------------------------------------------------------
(12) Type of Reporting Person: IN
--------------------------------------------------------------------------------
* 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 November 3, 2008, there were 41,597,161 shares of the Company's common stock,
par value $0.01 per share (the "Shares"), issued and outstanding as of October
30, 2008. As of December 31, 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 2,909,676 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") and WS Opportunity Fund
(Q.P.), L.P. ("WSOQP" and together with WSO, the "WSO Funds") owned in the
aggregate 416,069 Shares. WS Ventures Management, L.P. ("WSVM") is the general
partner of WSO and WSOQP. 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 3,325,745 Shares, or approximately 8.0% of
the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS
Capital and WSC Management are deemed to beneficially own 2,909,676 Shares, or
approximately 7.0% of the Shares deemed issued and outstanding as of the
Reporting Date, (iii) WSVM and WSV are deemed to beneficially own 416,069
Shares, or approximately 1.0% of the Shares deemed issued and outstanding as of
the Reporting Date, and (iv) Mr. Patrick P. Walker is deemed to beneficially own
422,569 Shares, or approximately 1.0% 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, as amended, shall not be deemed to be an admission that
any such reporting person is a member of such a group.
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. 2,909,676*
WS Capital Management, L.P. 2,909,676*
WSV Management, L.L.C. 416,069*
WS Ventures Management, L.P. 416,069*
Reid S. Walker 3,325,745*
G. Stacy Smith 3,325,745*
Patrick P. Walker 422,569*
(b) Percent of Class:
WS Capital, L.L.C. 7.0%*
WS Capital Management, L.P. 7.0%*
WSV Management, L.L.C. 1.0%*
WS Ventures Management, L.P. 1.0%*
Reid S. Walker 8.0%*
G. Stacy Smith 8.0%*
Patrick P. Walker 1.0%*
(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*
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. 2,909,676*
WS Capital Management, L.P. 2,909,676*
WSV Management, L.L.C. 416,069*
WS Ventures Management, L.P. 416,069*
Reid S. Walker 3,325,745*
G. Stacy Smith 3,325,745*
Patrick P. Walker 416,069*
(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. 2,909,676*
WS Capital Management, L.P. 2,909,676*
WSV Management, L.L.C. 416,069*
WS Ventures Management, L.P. 416,069*
Reid S. Walker 3,325,745*
G. Stacy Smith 3,325,745*
Patrick P. Walker 416,069*
-----------------
* 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 November 3, 2008, there were 41,597,161 shares of the Company's common stock,
par value $0.01 per share (the "Shares"), issued and outstanding as of October
30, 2008. As of December 31, 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 2,909,676 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") and WS Opportunity Fund
(Q.P.), L.P. ("WSOQP" and together with WSO, the "WSO Funds") owned in the
aggregate 416,069 Shares. WS Ventures Management, L.P. ("WSVM") is the general
partner of WSO and WSOQP. 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 3,325,745 Shares, or approximately 8.0% of
the Shares deemed issued and outstanding as of the Reporting Date, (ii) WS
Capital and WSC Management are deemed to beneficially own 2,909,676 Shares, or
approximately 7.0% of the Shares deemed issued and outstanding as of the
Reporting Date, (iii) WSVM and WSV are deemed to beneficially own 416,069
Shares, or approximately 1.0% of the Shares deemed issued and outstanding as of
the Reporting Date, and (iv) Mr. Patrick P. Walker is deemed to beneficially own
422,569 Shares, or approximately 1.0% 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, as amended, shall not be deemed to be an admission that
any such reporting person is a member of such a group.
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
Securities:
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.
February 17, 2009
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)
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on behalf
of each of them a Statement on Schedule 13G (including amendments thereto) with
regard to the common stock of Parallel Petroleum Corporation and further agree
that this Joint Filing Agreement be included as an Exhibit to such joint
filings. In evidence thereof, the undersigned, being duly authorized, hereby
execute this Joint Filing Agreement as of February 17, 2009.
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