-----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, EVzk+Q6cJFo7DyhzIRpcsWuNz2F9UmRdItYb0gUyuKIocv6Is9Ls6rww6wqTm1i5 PiC3bKLhKdWWbIalGESo+Q== 0000905718-09-000160.txt : 20090217 0000905718-09-000160.hdr.sgml : 20090216 20090217135717 ACCESSION NUMBER: 0000905718-09-000160 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 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: PENWEST PHARMACEUTICALS CO CENTRAL INDEX KEY: 0001047188 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 911513032 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55303 FILM NUMBER: 09609900 BUSINESS ADDRESS: STREET 1: 39 OLD RIDGEBURY ROAD STREET 2: SUITE 11 CITY: DANBURY STATE: CT ZIP: 06810-5120 BUSINESS PHONE: 877-736-9378 MAIL ADDRESS: STREET 1: 39 OLD RIDGEBURY ROAD STREET 2: SUITE 11 CITY: DANBURY STATE: CT ZIP: 06810-5120 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/A 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/A 1 penwest13gam1.txt SC13GAM1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 PENWEST PHARMACEUTICALS CO. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 709754105 - -------------------------------------------------------------------------------- (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. 709754105 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): WS Capital, L.L.C. - -------------------------------------------------------------------------------- (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: 429,090* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 429,090* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 429,090* - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-Q of Penwest Pharmaceuticals Co. (the "Company") for the quarterly period ended September 30, 2008, as filed with the Securities and Exchange Commission on November 10, 2008, there were 31,667,792 shares of common stock, par value $0.001 per share (the "Shares"), of the Company issued and outstanding as of November 5, 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 together with WSC, WSCQP and WS International, the "WS Funds") held in the aggregate warrants to purchase 429,090 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 the members 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 direct the disposition of the Shares underlying the warrants 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") held in the aggregate warrants to purchase 70,910 Shares. WS Ventures Management, L.P. ("WSVM") is the general partner of the WSO Funds. WSV Management, L.L.C. ("WSV") is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the members 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 direct the disposition of the warrants underlying the Shares held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3: (i) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 500,000 Shares underlying the warrants held by the WS Funds and the WSO Funds, or approximately 1.6% of the Shares deemed issued and outstanding as of the Reporting Date; (ii) WS Capital and WSC Management may be deemed to beneficially own 429,090 Shares underlying the warrants held by the WS Funds, or approximately 1.3% of the Shares deemed issued and outstanding as of the Reporting Date; and (iii) WSVM, WSV and Mr. Patrick P. Walker may be deemed to beneficially own 70,910 Shares underlying the warrants held by the WSO Funds, or approximately 0.2% 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 Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G Amendment No. 1 shall not be deemed to be an admission that any such reporting person is a member of such a group. CUSIP NO. 709754105 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): WS Capital Management, L.P. - -------------------------------------------------------------------------------- (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: 429,090* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 429,090* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 429,090* - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-Q of Penwest Pharmaceuticals Co. (the "Company") for the quarterly period ended September 30, 2008, as filed with the Securities and Exchange Commission on November 10, 2008, there were 31,667,792 shares of common stock, par value $0.001 per share (the "Shares"), of the Company issued and outstanding as of November 5, 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 together with WSC, WSCQP and WS International, the "WS Funds") held in the aggregate warrants to purchase 429,090 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 the members 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 direct the disposition of the Shares underlying the warrants 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") held in the aggregate warrants to purchase 70,910 Shares. WS Ventures Management, L.P. ("WSVM") is the general partner of the WSO Funds. WSV Management, L.L.C. ("WSV") is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the members 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 direct the disposition of the warrants underlying the Shares held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3: (i) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 500,000 Shares underlying the warrants held by the WS Funds and the WSO Funds, or approximately 1.6% of the Shares deemed issued and outstanding as of the Reporting Date; (ii) WS Capital and WSC Management may be deemed to beneficially own 429,090 Shares underlying the warrants held by the WS Funds, or approximately 1.3% of the Shares deemed issued and outstanding as of the Reporting Date; and (iii) WSVM, WSV and Mr. Patrick P. Walker may be deemed to beneficially own 70,910 Shares underlying the warrants held by the WSO Funds, or approximately 0.2% 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 Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G Amendment No. 1 shall not be deemed to be an admission that any such reporting person is a member of such a group. CUSIP NO. 709754105 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): WSV Management, L.L.C. - -------------------------------------------------------------------------------- (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: 70,910* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 70,910* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 70,910* - -------------------------------------------------------------------------------- (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/OO - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-Q of Penwest Pharmaceuticals Co. (the "Company") for the quarterly period ended September 30, 2008, as filed with the Securities and Exchange Commission on November 10, 2008, there were 31,667,792 shares of common stock, par value $0.001 per share (the "Shares"), of the Company issued and outstanding as of November 5, 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 together with WSC, WSCQP and WS International, the "WS Funds") held in the aggregate warrants to purchase 429,090 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 the members 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 direct the disposition of the Shares underlying the warrants 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") held in the aggregate warrants to purchase 70,910 Shares. WS Ventures Management, L.P. ("WSVM") is the general partner of the WSO Funds. WSV Management, L.L.C. ("WSV") is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the members 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 direct the disposition of the warrants underlying the Shares held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3: (i) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 500,000 Shares underlying the warrants held by the WS Funds and the WSO Funds, or approximately 1.6% of the Shares deemed issued and outstanding as of the Reporting Date; (ii) WS Capital and WSC Management may be deemed to beneficially own 429,090 Shares underlying the warrants held by the WS Funds, or approximately 1.3% of the Shares deemed issued and outstanding as of the Reporting Date; and (iii) WSVM, WSV and Mr. Patrick P. Walker may be deemed to beneficially own 70,910 Shares underlying the warrants held by the WSO Funds, or approximately 0.2% 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 Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G Amendment No. 1 shall not be deemed to be an admission that any such reporting person is a member of such a group. CUSIP NO. 709754105 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): WS Ventures Management, L.P. - -------------------------------------------------------------------------------- (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: 70,910* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 70,910* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 70,910* - -------------------------------------------------------------------------------- (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/PN - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-Q of Penwest Pharmaceuticals Co. (the "Company") for the quarterly period ended September 30, 2008, as filed with the Securities and Exchange Commission on November 10, 2008, there were 31,667,792 shares of common stock, par value $0.001 per share (the "Shares"), of the Company issued and outstanding as of November 5, 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 together with WSC, WSCQP and WS International, the "WS Funds") held in the aggregate warrants to purchase 429,090 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 the members 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 direct the disposition of the Shares underlying the warrants 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") held in the aggregate warrants to purchase 70,910 Shares. WS Ventures Management, L.P. ("WSVM") is the general partner of the WSO Funds. WSV Management, L.L.C. ("WSV") is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the members 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 direct the disposition of the warrants underlying the Shares held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3: (i) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 500,000 Shares underlying the warrants held by the WS Funds and the WSO Funds, or approximately 1.6% of the Shares deemed issued and outstanding as of the Reporting Date; (ii) WS Capital and WSC Management may be deemed to beneficially own 429,090 Shares underlying the warrants held by the WS Funds, or approximately 1.3% of the Shares deemed issued and outstanding as of the Reporting Date; and (iii) WSVM, WSV and Mr. Patrick P. Walker may be deemed to beneficially own 70,910 Shares underlying the warrants held by the WSO Funds, or approximately 0.2% 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 Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G Amendment No. 1 shall not be deemed to be an admission that any such reporting person is a member of such a group. CUSIP NO. 709754105 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Reid S. Walker - -------------------------------------------------------------------------------- (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: 500,000* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 500,000* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 500,000* - -------------------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 1.6%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person: IN - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-Q of Penwest Pharmaceuticals Co. (the "Company") for the quarterly period ended September 30, 2008, as filed with the Securities and Exchange Commission on November 10, 2008, there were 31,667,792 shares of common stock, par value $0.001 per share (the "Shares"), of the Company issued and outstanding as of November 5, 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 together with WSC, WSCQP and WS International, the "WS Funds") held in the aggregate warrants to purchase 429,090 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 the members 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 direct the disposition of the Shares underlying the warrants 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") held in the aggregate warrants to purchase 70,910 Shares. WS Ventures Management, L.P. ("WSVM") is the general partner of the WSO Funds. WSV Management, L.L.C. ("WSV") is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the members 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 direct the disposition of the warrants underlying the Shares held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3: (i) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 500,000 Shares underlying the warrants held by the WS Funds and the WSO Funds, or approximately 1.6% of the Shares deemed issued and outstanding as of the Reporting Date; (ii) WS Capital and WSC Management may be deemed to beneficially own 429,090 Shares underlying the warrants held by the WS Funds, or approximately 1.3% of the Shares deemed issued and outstanding as of the Reporting Date; and (iii) WSVM, WSV and Mr. Patrick P. Walker may be deemed to beneficially own 70,910 Shares underlying the warrants held by the WSO Funds, or approximately 0.2% 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 Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G Amendment No. 1 shall not be deemed to be an admission that any such reporting person is a member of such a group. CUSIP NO. 709754105 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): G. Stacy Smith - -------------------------------------------------------------------------------- (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: 500,000* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 500,000* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 500,000* - -------------------------------------------------------------------------------- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 1.6%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person: IN - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-Q of Penwest Pharmaceuticals Co. (the "Company") for the quarterly period ended September 30, 2008, as filed with the Securities and Exchange Commission on November 10, 2008, there were 31,667,792 shares of common stock, par value $0.001 per share (the "Shares"), of the Company issued and outstanding as of November 5, 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 together with WSC, WSCQP and WS International, the "WS Funds") held in the aggregate warrants to purchase 429,090 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 the members 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 direct the disposition of the Shares underlying the warrants 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") held in the aggregate warrants to purchase 70,910 Shares. WS Ventures Management, L.P. ("WSVM") is the general partner of the WSO Funds. WSV Management, L.L.C. ("WSV") is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the members 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 direct the disposition of the warrants underlying the Shares held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3: (i) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 500,000 Shares underlying the warrants held by the WS Funds and the WSO Funds, or approximately 1.6% of the Shares deemed issued and outstanding as of the Reporting Date; (ii) WS Capital and WSC Management may be deemed to beneficially own 429,090 Shares underlying the warrants held by the WS Funds, or approximately 1.3% of the Shares deemed issued and outstanding as of the Reporting Date; and (iii) WSVM, WSV and Mr. Patrick P. Walker may be deemed to beneficially own 70,910 Shares underlying the warrants held by the WSO Funds, or approximately 0.2% 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 Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G Amendment No. 1 shall not be deemed to be an admission that any such reporting person is a member of such a group. CUSIP NO. 709754105 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Patrick P. Walker - -------------------------------------------------------------------------------- (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: 70,910* -------------------------------------- (7) Sole Dispositive Power: 0* -------------------------------------- (8) Shared Dispositive Power: 70,910* -------------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 70,910* - -------------------------------------------------------------------------------- (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: IN - -------------------------------------------------------------------------------- * Based on information set forth on the Form 10-Q of Penwest Pharmaceuticals Co. (the "Company") for the quarterly period ended September 30, 2008, as filed with the Securities and Exchange Commission on November 10, 2008, there were 31,667,792 shares of common stock, par value $0.001 per share (the "Shares"), of the Company issued and outstanding as of November 5, 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 together with WSC, WSCQP and WS International, the "WS Funds") held in the aggregate warrants to purchase 429,090 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 the members 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 direct the disposition of the Shares underlying the warrants 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") held in the aggregate warrants to purchase 70,910 Shares. WS Ventures Management, L.P. ("WSVM") is the general partner of the WSO Funds. WSV Management, L.L.C. ("WSV") is the general partner of WSVM. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the members 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 direct the disposition of the warrants underlying the Shares held by the WSO Funds. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3: (i) Messrs. Reid S. Walker and G. Stacy Smith may be deemed to beneficially own 500,000 Shares underlying the warrants held by the WS Funds and the WSO Funds, or approximately 1.6% of the Shares deemed issued and outstanding as of the Reporting Date; (ii) WS Capital and WSC Management may be deemed to beneficially own 429,090 Shares underlying the warrants held by the WS Funds, or approximately 1.3% of the Shares deemed issued and outstanding as of the Reporting Date; and (iii) WSVM, WSV and Mr. Patrick P. Walker may be deemed to beneficially own 70,910 Shares underlying the warrants held by the WSO Funds, or approximately 0.2% 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 Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the Shares reported herein, and this Schedule 13G Amendment No. 1 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: PENWEST PHARMACEUTICALS CO. Item 1(b). Address of Issuer's Principal Executive Offices: 39 Old Ridgebury Road Suite 11 Danbury, Connecticut 06810-5120 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 $0.001 per share Item 2(e). CUSIP No.: 709754105 Item 3. Not Applicable Item 4. Ownership: (a) Amount Beneficially Owned: WS Capital, L.L.C. 429,090* WS Capital Management, L.P. 429,090* WSV Management, L.L.C. 70,910* WS Ventures Management, L.P. 70,910* Reid S. Walker 500,000* G. Stacy Smith 500,000* Patrick P. Walker 70,910* (b) Percent of Class: WS Capital, L.L.C. 1.3%* WS Capital Management, L.P. 1.3%* WSV Management, L.L.C. 0.2%* WS Ventures Management, L.P. 0.2%* Reid S. Walker 1.6%* G. Stacy Smith 1.6%* Patrick P. Walker 0.2%* (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 0* (ii) shared power to vote or to direct the vote: WS Capital, L.L.C. 429,090* WS Capital Management, L.P. 429,090* WSV Management, L.L.C. 70,910* WS Ventures Management, L.P. 70,910* Reid S. Walker 500,000* G. Stacy Smith 500,000* Patrick P. Walker 70,910* *See footnote to cover pages. (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 0* (iv) shared power to dispose or to direct the disposition of: WS Capital, L.L.C. 429,090* WS Capital Management, L.P. 429,090* WSV Management, L.L.C. 70,910* WS Ventures Management, L.P. 70,910* Reid S. Walker 500,000* G. Stacy Smith 500,000* Patrick P. Walker 70,910* *See footnote to cover pages. 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 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: 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 PENWEST PHARMACEUTICALS CO. 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 -----END PRIVACY-ENHANCED MESSAGE-----