PARALLEL
PETROLEUM CORPORATION
|
(Name
of Issuer)
|
Common
Stock, par value $0.01 per share
|
(Title
of Class of Securities)
|
699157103
|
(CUSIP
Number)
|
December
31, 2006
|
(Date
of Event Which Requires Filing of this
Statement)
|
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:
476,558
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
476,558
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
476,558
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[
]
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%*
|
||
12
|
TYPE
OF REPORTING PERSON
HC/OO
|
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:
476,558
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
476,558
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
476,558
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[
]
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%*
|
||
12
|
TYPE
OF REPORTING PERSON
IA/PN
|
CUSIP
No. 699157103
|
|||
1
|
NAME
OF REPORTING PERSON:
WSV
Management, L.L.C.
I.R.S.
Identification Nos. of above persons (entities only):
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
o
(b)
x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER:
91,942
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
91,942
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,942
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[
]
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%*
|
||
12
|
TYPE
OF REPORTING PERSON
IA/OO
|
CUSIP
No. 699157103
|
|||
1
|
NAME
OF REPORTING PERSON:
WS
Ventures Management, L.P.
I.R.S.
Identification Nos. of above persons (entities only):
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
o
(b)
x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER:
91,942
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
91,942
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
91,942
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[
]
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%*
|
||
12
|
TYPE
OF REPORTING PERSON
HC/PN
|
CUSIP
No. 699157103
|
|||
1
|
NAME
OF REPORTING PERSON:
Reid
S. Walker
I.R.S.
Identification Nos. of above persons (entities only):
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
o
(b)
x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER:
568,500
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
568,500
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
568,500
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[
]
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5%*
|
||
12
|
TYPE
OF REPORTING PERSON
HC/IN
|
CUSIP
No. 699157103
|
|||
1
|
NAME
OF REPORTING PERSON:
G.
Stacy Smith
I.R.S.
Identification Nos. of above persons (entities only):
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
o
(b)
x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER:
568,500
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
568,500
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
568,500
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[
]
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5%*
|
||
12
|
TYPE
OF REPORTING PERSON
HC/IN
|
CUSIP
No. 699157103
|
|||
1
|
NAME
OF REPORTING PERSON:
Patrick
P. Walker
I.R.S.
Identification Nos. of above persons (entities only):
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
o
(b)
x
|
||
3
|
SEC
USE ONLY
|
||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER:
98,442
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
98,442
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,442
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
[
]
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%*
|
||
12
|
TYPE
OF REPORTING PERSON
HC/IN
|
This
Schedule 13G relates to the common stock (“Common Stock”) of PARALLEL
PETROLEUM CORPORATION acquired by (i) WS Capital, L.L.C., a Texas
limited
liability company (“WS Capital”), for the account of (1) Walker Smith
Capital, L.P., a Texas limited partnership (“WSC”), (2) Walker Smith
Capital (Q.P.), L.P., a Texas limited partnership (“WSCQP”), (3) Walker
Smith International Fund, Ltd., a British Virgin Islands exempted
company
(“WS International”), and (4) HHMI Investments, L.P., a Delaware limited
partnership (“HHMI”), and (ii) WSV Management, L.L.C., a Texas limited
liability company (“WSV”), for the account of (1) WS Opportunity Fund,
L.P., a Texas limited partnership (“WSO”), (2) WS Opportunity Fund (Q.P.),
L.P., a Texas limited partnership (“WSOQP”), and (3) WS Opportunity Fund
International, Ltd., a Cayman Islands exempted company (“WSO
International”). WS Capital is the general partner of WS Capital
Management, L.P., a Texas limited partnership (“WSC Management”), which is
the general partner of WSC and WSCQP and the investment manager for
WS
International and HHMI. WSV is the general partner of WS Ventures
Management, L.P., a Texas limited partnership (“WSVM”), which is the
general partner of WSO and WSOQP and the agent and attorney-in-fact
for
WSO International. Reid S. Walker and G. Stacy Smith are principals
of WS
Capital and WSV, and Patrick P. Walker is a principal of WSV. Each
of the
reporting persons hereby expressly disclaims membership in a “group” under
Section 13(d) of the Securities Exchange Act of 1934 and the rules
and
regulations thereunder with respect to the shares of Common Stock
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.
|
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: |
See Item 1 of each cover page. |
Item 2(b). | Address of Principal Business Office or if none, Residence: |
300
Crescent Court, Suite 1111
Dallas,
Texas 75201
|
Item 2(c). | Citizenship: See Item 4 of each cover page. |
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:
|
Reid S. Walker and G. Stacy Smith are the beneficial owners of 568,500 shares of Common Stock, which includes (i) 476,558 shares beneficially owned by WS Capital and WSC Management for the accounts of WSC, WSCQP and WS International and HHMI and (ii) 91,942 shares beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP, WSO International. |
Patrick P. Walker is the beneficial owner of 98,442 shares of Common Stock, reflecting (i) 91,942 shares beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International and (ii) 6,500 shares of Common Stock held in certain private investment accounts. |
WS
Capital and WSC Management are the beneficial owners of 476,558 shares
of
Common Stock for the accounts of WSC, WSCQP, WS International and
HHMI.
|
WSV
and WSVM are the beneficial owners of 91,942 shares of Common Stock
for
the accounts of WSO, WSOQP and WSO
International.
|
(b) | Percent of Class: See Item 11 of each cover page. |
(c) | Number of shares as to which such person has: |
(i) |
sole
power to vote or to direct the vote: See Item 5 of each cover
page.
|
(ii) |
shared
power to vote or to direct the vote: See Item 6 of each cover
page.
|
(iii) | sole power to dispose or to direct the disposition of: See Item 7 of each cover page. |
(iv)
|
shared
power to dispose or to direct the disposition of: See Item 8
of each cover
page.
|
Item 5. | Ownership of Five Percent or Less of a Class: |
If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more
than five percent of the class of securities, check the following
x.
|
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: |
WSC Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, WSC, WSCQP, WS International and HHMI. WS Capital is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, and therefore exercise investment discretion and control with respect to the shares of Common Stock beneficially owned by WSC Management’s clients. |
WSV is an investment adviser registered with the State of Texas and is the general partner of WSVM and, as such, has beneficial ownership of the securities held by its clients, WSO, WSOQP and WSO International. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the sole principals of WSV, and therefore exercise investment discretion and control with respect to the shares of Common Stock beneficially owned by WSV’s clients. |
Item 8. | Identification and Classification of Members of the Group: Not applicable. |
Item 9. | Notice of Dissolution of Group: Not applicable. |
Item 10. | Certification: |
February 10, 2007 | ||
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 |
||