SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WS CAPITAL LLC

(Last)

(First)

(Middle)

300 CRESCENT COURT

SUITE 1111

(Street)

DALLAS

75201

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PARTY CITY CORP [ PCTY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/02/2005		P		100⁽²⁾	A	$12.96	2,019,164	I	See Footnotes⁽¹⁾⁽²²⁾
Common Stock	09/02/2005		P		900⁽³⁾	A	$12.98	2,020,064	I	See Footnotes⁽¹⁾⁽²²⁾
Common Stock	09/02/2005		P		100⁽⁴⁾	A	$12.99	2,020,164	I	See Footnotes⁽¹⁾⁽²²⁾
Common Stock	09/02/2005		P		2,800⁽⁵⁾	A	$13	2,022,964	I	See Footnotes⁽¹⁾⁽²²⁾
Common Stock	09/02/2005		P		23⁽⁶⁾	A	$13.01	2,022,987	I	See Footnotes⁽¹⁾⁽²²⁾
Common Stock	09/02/2005		P		600⁽⁷⁾	A	$13.02	2,023,587	I	See Footnotes⁽¹⁾⁽²²⁾
Common Stock	09/02/2005		P		300⁽⁸⁾	A	$13.04	2,023,887	I	See Footnotes⁽¹⁾⁽²²⁾
Common Stock	09/02/2005		P		100⁽⁹⁾	A	$13.05	2,023,987	I	See Footnotes⁽¹⁾⁽²²⁾
Common Stock	09/02/2005		P		793⁽¹⁰⁾	A	$13.06	2,024,780	I	See Footnotes⁽¹⁾⁽²²⁾
Common Stock	09/02/2005		P		800⁽¹¹⁾	A	$13.07	2,025,580	I	See Footnotes⁽¹⁾⁽²²⁾
Common Stock	09/02/2005		P		500⁽¹²⁾	A	$13.08	2,026,080	I	See Footnotes⁽¹⁾⁽²²⁾
Common Stock	09/02/2005		P		600⁽¹³⁾	A	$13.09	2,026,680	I	See Footnotes⁽¹⁾⁽²²⁾
Common Stock	09/02/2005		P		700⁽¹⁴⁾	A	$13.1	2,027,380	I	See Footnotes⁽¹⁾⁽²²⁾
Common Stock	09/02/2005		P		500⁽¹⁵⁾	A	$13.12	2,027,880	I	See Footnotes⁽¹⁾⁽²²⁾
Common Stock	09/02/2005		P		500⁽¹⁶⁾	A	$13.18	2,028,380	I	See Footnotes⁽¹⁾⁽²²⁾
Common Stock	09/02/2005		P		2,700⁽¹⁷⁾	A	$13.19	2,031,080	I	See Footnotes⁽¹⁾⁽²²⁾
Common Stock	09/02/2005		P		1,300⁽¹⁸⁾	A	$13.2	2,032,380	I	See Footnotes⁽¹⁾⁽²²⁾
Common Stock	09/02/2005		P		700⁽¹⁹⁾	A	$13.21	2,033,080	I	See Footnotes⁽¹⁾⁽²²⁾
Common Stock	09/02/2005		P		200⁽²⁰⁾	A	$13.22	2,033,280⁽²¹⁾	I	See Footnotes⁽¹⁾⁽²²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

WS CAPITAL LLC

(Last)

(First)

(Middle)

300 CRESCENT COURT

SUITE 1111

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WS CAPITAL MANAGEMENT LP

(Last)

(First)

(Middle)

300 CRESCENT COURT

SUITE 1111

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WSV MANAGEMENT L L C

(Last)

(First)

(Middle)

300 CRESCENT COURT

SUITE 1111

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WS OPPORTUNITY FUND INTERNATIONAL LTD

(Last)

(First)

(Middle)

300 CRESCENT COURT

SUITE 1111

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WS VENTURES MANAGEMENT L P

(Last)

(First)

(Middle)

300 CRESCENT COURT

SUITE 1111

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WS Opportunity Fund L P

(Last)

(First)

(Middle)

300 CRESCENT COURT

SUITE 1111

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WS Opportunity Fund QP L P

(Last)

(First)

(Middle)

300 CRESCENT COURT

SUITE 1111

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SMITH G STACY

(Last)

(First)

(Middle)

300 CRESCENT COURT

SUITE 1111

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WALKER REID S

(Last)

(First)

(Middle)

300 CRESCENT COURT

SUITE 1111

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WALKER PATRICK P

(Last)

(First)

(Middle)

300 CRESCENT COURT

SUITE 1111

(Street)

DALLAS

75201

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 4 is filed on behalf of WS Capital, L.L.C. (WS Capital), WS Capital Management, L.P. (WSCM), WSV Management, L.L.C. (WSV), WS Ventures Management, L.P. (WSVM), Walker Smith Capital, L.P. (WSC), Walker Smith Capital (Q.P.), L.P. (WSCQP), Walker Smith International Fund, Ltd. (WS International), WS Opportunity Fund, L.P. (WSO), WS Opportunity Fund (Q.P.), L.P. (WSOQP), WS Opportunity Fund International, Ltd. (WSO International), Reid S. Walker, G. Stacy Smith and Patrick P. Walker (collectively, the Filing Persons). Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, and Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the sole principals of WSV. WS Capital is the general partner of WSCM, which is the general partner of WSC and WSCQP and the agent and attorney-in-fact for WS International. WSV is the general partner of WSVM, which is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International.

2. Represents 30 shares acquired by WSO and 70 shares acquired by WSO International.

3. Represents 273 shares acquired by WSO and 627 shares acquired by WSO International.

4. Represents 30 shares acquired by WSO and 70 shares acquired by WSO International.

5. Represents 850 shares acquired by WSO and 1,950 shares acquired by WSO International.

6. Represents 7 shares acquired by WSO and 16 shares acquired by WSO International.

7. Represents 182 shares acquired by WSO and 418 shares acquired by WSO International.

8. Represents 91 shares acquired by WSO and 209 shares acquired by WSO International.

9. Represents 30 shares acquired by WSO and 70 shares acquired by WSO International.

10. Represents 241 shares acquired by WSO and 552 shares acquired by WSO International.

11. Represents 243 shares acquired by WSO and 557 shares acquired by WSO International.

12. Represents 152 shares acquired by WSO and 348 shares acquired by WSO International.

13. Represents 182 shares acquired by WSO and 418 shares acquired by WSO International.

14. Represents 213 shares acquired by WSO and 487 shares acquired by WSO International.

15. Represents 152 shares acquired by WSO and 348 shares acquired by WSO International.

16. Represents 152 shares acquired by WSO and 348 shares acquired by WSO International.

17. Represents 820 shares acquired by WSO and 1,880 shares acquired by WSO International.

18. Represents 395 shares acquired by WSO and 905 shares acquired by WSO International.

19. Represents 213 shares acquired by WSO and 487 shares acquired by WSO International.

20. Represents 61 shares acquired by WSO and 139 shares acquired by WSO International.

21. Includes (i) 110,388 shares held directly by Walker Smith Capital, L.P. (WSC), (ii) 619,177 shares held directly by WSCQP, (iii) 872,190 shares held directly by WS International, (iv) 124,681 shares held directly by WSO, (v) 126,169 shares held directly by WSOQP, (vi) 175,775 shares held directly by WSO International, (vii) 1,000 shares held directly by Reid S. Walker (see footnote 1), (viii) 2,500 shares held directly by Patrick P. Walker (see footnote 1) and (ix) 1,400 shares held indirectly by Patrick P. Walker, as trustee for a trust

22. Each of the Filing Persons hereby expressly disclaims membership in a group under the Securities Exchange Act of 1934 with respect to the securities reported herein, and this Form 4 shall not be deemed to be an admission that any such Filing Person is a member of such a group. Each of the Filing Persons hereby expressly disclaims beneficial ownership of the securities reported herein, other than to the extent of its pecuniary interest therein, and this Form 4 shall not be deemed to be an admission that any such Filing Person is the beneficial owner of the securities reported herein for purposes of the Securities Exchange Act of 1934 or for any other purpose.

Remarks:

This is Part 1 of a Form 4 filed jointly by WS Capital LLC, WS Capital Management, L.P., WSV Management, LLC, WS Opportunity Fund Ltd., WS Ventures Management, L.P., WS Opportunity Fund, L.P., WS Opportunity Fund (QP), L.P., Walker Smith Capital, L.P., Walker Smith International Ltd., Walker Smith Capital (QP), L.P., G. Stacy Smith, Reid S. Walker and Patrick P. Walker. The Form 4 was filed in two parts due to the restrictions in the electronic filing process.

	WS Capital, L.L.C., by /s/ Reid S. Walker, Member	09/06/2005
	WS Capital Management, L.P., by WS Capital, L.L.C., its general partner, by /s/ Reid S. Walker, Member	09/06/2005
	WSV Management, L.L.C., by /s/ Reid S. Walker, Member	09/06/2005
	WS Opportunity Fund International, LTD., by WS Ventures Management, L.P., its agent and attorney-in-fact, by WSV Management, L.L.C., by /s/ Reid S. Walker, Member	09/06/2005
	WS Ventures Management, L.P.., by WSV Management, L.L.C., its general partner, by /s/ Reid S. Walker, Member	09/06/2005
	WS Opportunity Fund, L.P., by WS Ventures Management, L.P., its general partner, by WSV Management, L.L.C., its general partner, by /s/ Reid S. Walker, Member	09/06/2005
	WS Opportunity Fund, (Q.P.) L.P., by WS Ventures Management, L.P., its general partner, by WSV Management, L.L.C., its general partner, by /s/ Reid S. Walker, Member	09/06/2005
	/s/ G. Stacy Smith	09/06/2005
	/s/ Reid S. Walker	09/06/2005
	/s/ Patrick P. Walker	09/06/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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