-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WEyFV8abLUWyQrQ5P1zGa7ZYhuZdk3473OgVFDEJl9zYQtO6FiHicxGCN5oJgg8L kHRYYu2Un7OeclJuTdNRWw== 0001144204-08-045711.txt : 20080812 0001144204-08-045711.hdr.sgml : 20080812 20080812135145 ACCESSION NUMBER: 0001144204-08-045711 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080812 DATE AS OF CHANGE: 20080812 GROUP MEMBERS: G. STACY SMITH GROUP MEMBERS: PATRICK P. WALKER GROUP MEMBERS: REID S. WALKER GROUP MEMBERS: WS CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: WS VENTURES MANAGEMENT, L.P. GROUP MEMBERS: WSV MANAGEMENT, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARALLEL PETROLEUM CORP CENTRAL INDEX KEY: 0000750561 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 751971716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-39822 FILM NUMBER: 081009178 BUSINESS ADDRESS: STREET 1: 1004 N. BIG SPRING STREET 2: SUITE 400 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 9156843727 MAIL ADDRESS: STREET 1: 1004 N. BIG SPRING STREET 2: SUITE 400 CITY: MIDLAND STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: PARALLEL PETROLEUM CORP PLLL DATE OF NAME CHANGE: 20040408 FORMER COMPANY: FORMER CONFORMED NAME: PARALLEL PETROLEUM CORP /DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WS CAPITAL LLC CENTRAL INDEX KEY: 0001123407 IRS NUMBER: 752681594 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147566055 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 v122902_sc13g.htm 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.
 
2
 
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
* 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.
 
3
 
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
* 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.
 
4
 
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
* 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.

5
 
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
* 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.

6
 
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
* 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.
 
7
 
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
* 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.

8
 
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*
 
* 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.
 
9
 

 
 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.
 
10
 

 
 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
*
 
* 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.
 
11
 

 
 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.
  
 
* 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.
 
12
 
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.
 
13
 
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)
 
14
 
 EX-1 2 v122902_ex1.htm Unassociated Document
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 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

-----END PRIVACY-ENHANCED MESSAGE-----