0001144204-08-009504.txt : 20080214 0001144204-08-009504.hdr.sgml : 20080214 20080214161804 ACCESSION NUMBER: 0001144204-08-009504 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 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: Solar Power, Inc. CENTRAL INDEX KEY: 0001210618 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 204956638 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78703 FILM NUMBER: 08616071 BUSINESS ADDRESS: STREET 1: 1115 ORLANDO AVENUE CITY: ROSEVILLE STATE: CA ZIP: 95661 BUSINESS PHONE: 916 745-0900 MAIL ADDRESS: STREET 1: 1115 ORLANDO AVENUE CITY: ROSEVILLE STATE: CA ZIP: 95661 FORMER COMPANY: FORMER CONFORMED NAME: WELUND FUND INC DATE OF NAME CHANGE: 20021216 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 v103365_sc13ga.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

SOLAR POWER, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

83490A100

(CUSIP Number)

December 31, 2007

(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)

xRule 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. 83490A100
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: 1,129,816*
		7	SOLE DISPOSITIVE POWER: 0*
		8	SHARED DISPOSITIVE POWER: 1,129,816*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,129,816*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.0%*
12	TYPE OF REPORTING PERSON HC/OO

* Based on information set forth in the Prospectus of Solar Power, Inc. (the “Company”), as filed with the Securities and Exchange Commission (the “SEC”) on January 22, 2008, there were 37,523,911 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), issued and outstanding as of December 20, 2007. As of December 31, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”) owned (i) 57,147 Shares, and (ii) warrants to purchase 3,404 Shares, Walker Smith Capital (Q.P.), L.P. (“WSCQP”) owned (i) 365,459 Shares, and (ii) warrants to purchase 22,398 Shares, Walker Smith International Fund, Ltd. (“WS International”) owned (i) 507,476 Shares, and (ii) warrants to purchase 34,883 Shares, and HHMI Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International, the “WS Funds”) owned (i) 199,734 Shares, and (ii) warrants to purchase 14,320 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, Walker Smith Opportunity Fund, L.P. (“WSO”) owned (i) 407,628 Shares, and (ii) warrants to purchase 21,578 Shares, Walker Smith Opportunity Fund (Q.P.), L.P. (“WSOQP”) owned (i) 380,012 Shares, and (ii) warrants to purchase 20,194 Shares, and Walker Smith Opportunity Fund

International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned (i) 517,644 Shares, and (ii) warrants to purchase 27,463 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP, the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSVM, WSV Capital, 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. The warrants contain an issuance limitation prohibiting the warrant holder from exercising those securities to the extent that such exercise would result in beneficial ownership by the warrant holder and its affiliates of more than 4.99% of the Shares then issued and outstanding (including for such purpose the Shares issuable upon exercise) (the “4.99% Issuance Limitation”). The 4.99% Issuance Limitation may be waived by the warrant holder, at the election of the warrant holder, upon not less than 61 days’ prior notice to the Company. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) WSC Management and WS Capital are deemed to beneficially own 1,129,816 Shares, or approximately 3.0% of the Shares Deemed issued and outstanding as of the Reporting Date, (ii) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 2,435,100 Shares, or approximately 6.5% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSV, WSVM and Mr. Patrick P. Walker are deemed to beneficially own 1,305,284 Shares, or approximately 3.5% 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 shall not be deemed to be an admission that any such reporting person is a member of such a group.

CUSIP No. 83490A100
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: 1,129,816*
		7	SOLE DISPOSITIVE POWER: 0*
		8	SHARED DISPOSITIVE POWER: 1,129,816*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,129,816*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.0%*
12	TYPE OF REPORTING PERSON IA/PN

517,644 Shares, and (ii) warrants to purchase 27,463 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP, the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSVM, WSV Capital, 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. The warrants contain an issuance limitation prohibiting the warrant holder from exercising those securities to the extent that such exercise would result in beneficial ownership by the warrant holder and its affiliates of more than 4.99% of the Shares then issued and outstanding (including for such purpose the Shares issuable upon exercise) (the “4.99% Issuance Limitation”). The 4.99% Issuance Limitation may be waived by the warrant holder, at the election of the warrant holder, upon not less than 61 days’ prior notice to the Company. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) WSC Management and WS Capital are deemed to beneficially own 1,129,816 Shares, or approximately 3.0% of the Shares Deemed issued and outstanding as of the Reporting Date, (ii) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 2,435,100 Shares, or approximately 6.5% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSV, WSVM and Mr. Patrick P. Walker are deemed to beneficially own 1,305,284 Shares, or approximately 3.5% 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 shall not be deemed to be an admission that any such reporting person is a member of such a group.

CUSIP No. 83490A100
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: 1,305,284*
		7	SOLE DISPOSITIVE POWER: 0*
		8	SHARED DISPOSITIVE POWER: 1,305,284*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,305,284*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.5%*
12	TYPE OF REPORTING PERSON HC/OO

CUSIP No. 83490A100
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: 1,305,284*
		7	SOLE DISPOSITIVE POWER: 0*
		8	SHARED DISPOSITIVE POWER: 1,305,284*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,305,284*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.5%*
12	TYPE OF REPORTING PERSON IA/PN

CUSIP No. 83490A100
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: 2,435,100*
		7	SOLE DISPOSITIVE POWER: 0*
		8	SHARED DISPOSITIVE POWER: 2,435,100*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,435,100*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.5%*
12	TYPE OF REPORTING PERSON IN

owned (i) 380,012 Shares, and (ii) warrants to purchase 20,194 Shares, and Walker Smith Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned (i) 517,644 Shares, and (ii) warrants to purchase 27,463 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP, the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSVM, WSV Capital, 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. The warrants contain an issuance limitation prohibiting the warrant holder from exercising those securities to the extent that such exercise would result in beneficial ownership by the warrant holder and its affiliates of more than 4.99% of the Shares then issued and outstanding (including for such purpose the Shares issuable upon exercise) (the “4.99% Issuance Limitation”). The 4.99% Issuance Limitation may be waived by the warrant holder, at the election of the warrant holder, upon not less than 61 days’ prior notice to the Company. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) WSC Management and WS Capital are deemed to beneficially own 1,129,816 Shares, or approximately 3.0% of the Shares Deemed issued and outstanding as of the Reporting Date, (ii) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 2,435,100 Shares, or approximately 6.5% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSV, WSVM and Mr. Patrick P. Walker are deemed to beneficially own 1,305,284 Shares, or approximately 3.5% 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 shall not be deemed to be an admission that any such reporting person is a member of such a group.

CUSIP No. 83490A100
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: 2,435,100*
		7	SOLE DISPOSITIVE POWER: 0*
		8	SHARED DISPOSITIVE POWER: 2,435,100*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,435,100*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.5%*
12	TYPE OF REPORTING PERSON IN

CUSIP No. 83490A100
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 Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON		5	SOLE VOTING POWER: 0*
		6	SHARED VOTING POWER: 1,305,284*
		7	SOLE DISPOSITIVE POWER: 0*
		8	SHARED DISPOSITIVE POWER: 1,305,284*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,305,284*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.5%*
12	TYPE OF REPORTING PERSON IN

Item 1(a).	Name of Issuer: Solar Power, Inc.
Item 1(b).	Address of Issuer's Principal Executive Offices:
	4080 Cavitt Stallman Road, Suite 100
	Granite Bay, CA 95746
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 $0.0001 per share.
Item 2(e).	CUSIP Number: 83490A100
Item 3.	Not Applicable.
Item 4.	Ownership:
(a)	Amount Beneficially Owned:
	WS Capital, L.L.C.:	1,129,816^*
	WS Capital Management, L.P.:	1,129,816*
	WSV Management, L.L.C.:	1,305,284*
	WS Ventures Management, L.P.:	1,305,284*
	Reid S. Walker:	2,435,100*
	G. Stacy Smith:	2,435,100*
	Patrick P. Walker:	1,305,284*

^* Based on information set forth in the Prospectus of Solar Power, Inc. (the “Company”), as filed with the Securities and Exchange Commission (the “SEC”) on January 22, 2008, there were 37,523,911 shares of the Company’s

(b)	Percent of Class:
	WS Capital, L.L.C.:	3.0%*

common stock, par value $0.0001 per share (the “Shares”), issued and outstanding as of December 20, 2007. As of December 31, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”) owned (i) 57,147 Shares, and (ii) warrants to purchase 3,404 Shares, Walker Smith Capital (Q.P.), L.P. (“WSCQP”) owned (i) 365,459 Shares, and (ii) warrants to purchase 22,398 Shares, Walker Smith International Fund, Ltd. (“WS International”) owned (i) 507,476 Shares, and (ii) warrants to purchase 34,883 Shares, and HHMI Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International, the “WS Funds”) owned (i) 199,734 Shares, and (ii) warrants to purchase 14,320 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, Walker Smith Opportunity Fund, L.P. (“WSO”) owned (i) 407,628 Shares, and (ii) warrants to purchase 21,578 Shares, Walker Smith Opportunity Fund (Q.P.), L.P. (“WSOQP”) owned (i) 380,012 Shares, and (ii) warrants to purchase 20,194 Shares, and Walker Smith Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned (i) 517,644 Shares, and (ii) warrants to purchase 27,463 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP, the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSVM, WSV Capital, 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. The warrants contain an issuance limitation prohibiting the warrant holder from exercising those securities to the extent that such exercise would result in beneficial ownership by the warrant holder and its affiliates of more than 4.99% of the Shares then issued and outstanding (including for such purpose the Shares issuable upon exercise) (the “4.99% Issuance Limitation”). The 4.99% Issuance Limitation may be waived by the warrant holder, at the election of the warrant holder, upon not less than 61 days’ prior notice to the Company. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) WSC Management and WS Capital are deemed to beneficially own 1,129,816 Shares, or approximately 3.0% of the Shares Deemed issued and outstanding as of the Reporting Date, (ii) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 2,435,100 Shares, or approximately 6.5% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSV, WSVM and Mr. Patrick P. Walker are deemed to beneficially own 1,305,284 Shares, or approximately 3.5% 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 shall not be deemed to be an admission that any such reporting person is a member of such a group.

WS Capital, L.L.C.:	3.0%^*
WS Capital Management, L.P:	3.0%*
WSV Management, L.L.C.:	3.5%*
WS Ventures Management, L.P:	3.5%*
Reid S. Walker:	6.5%*
G. Stacy Smith:	6.5%*
Patrick P. Walker:	3.5%*

(c)	Number of shares as to which such person has:

(i)	sole power to vote or to direct the vote:	0*
(ii)	shared power to vote or to direct the vote:
	WS Capital, L.L.C.:	1,129,816*

WS Capital Management, L.P.:	1,129,816*
WSV Management, L.L.C.:	1,305,284*
WS Ventures Management, L.P.:	1,305,284*
Reid S. Walker:	2,435,100*
G. Stacy Smith:	2,435,100*
Patrick P. Walker:	1,305,284*

(iii)

sole power to dispose or to direct the disposition of: 0*

vote and to direct the disposition of the securities held by the WSO Funds. The warrants contain an issuance limitation prohibiting the warrant holder from exercising those securities to the extent that such exercise would result in beneficial ownership by the warrant holder and its affiliates of more than 4.99% of the Shares then issued and outstanding (including for such purpose the Shares issuable upon exercise) (the “4.99% Issuance Limitation”). The 4.99% Issuance Limitation may be waived by the warrant holder, at the election of the warrant holder, upon not less than 61 days’ prior notice to the Company. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) WSC Management and WS Capital are deemed to beneficially own 1,129,816 Shares, or approximately 3.0% of the Shares Deemed issued and outstanding as of the Reporting Date, (ii) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 2,435,100 Shares, or approximately 6.5% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSV, WSVM and Mr. Patrick P. Walker are deemed to beneficially own 1,305,284 Shares, or approximately 3.5% 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 shall not be deemed to be an admission that any such reporting person is a member of such a group.

(iv)

shared power to dispose or to direct the disposition of:

WS Capital, L.L.C.:	1,129,816^*
WS Capital Management, L.P.:	1,129,816*
WSV Management, L.L.C.:	1,305,284*
WS Ventures Management, L.P.:	1,305,284*
Reid S. Walker:	2,435,100*
G. Stacy Smith:	2,435,100*
Patrick P. Walker:	1,305,284*

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 [ ].
Item 6.	Ownership of More than Five Percent on Behalf of Another Person:
	Not Applicable.

* Based on information set forth on the Prospectus of Solar Power, Inc. (the “Company”), as filed with the Securities and Exchange Commission (the “SEC”) on January 22, 2008, there were 37,523,911 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), issued and outstanding as of December 20, 2007. As of December 31, 2007 (the “Reporting Date”), Walker Smith Capital, L.P. (“WSC”) owned (i) 57,147 Shares, and (ii) warrants to purchase 3,404 Shares, Walker Smith Capital (Q.P.), L.P. (“WSCQP”) owned (i) 365,459 Shares, and (ii) warrants to purchase 22,398 Shares, Walker Smith International Fund, Ltd. (“WS International”) owned (i) 507,476 Shares, and (ii) warrants to purchase 34,883 Shares, and HHMI Investments, L.P. (“HHMI” and collectively with WSC, WSCQP and WS International, the “WS Funds”) owned (i) 199,734 Shares, and (ii) warrants to purchase 14,320 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, Walker Smith Opportunity Fund, L.P. (“WSO”) owned (i) 407,628 Shares, and (ii) warrants to purchase 21,578 Shares, Walker Smith Opportunity Fund (Q.P.), L.P. (“WSOQP”) owned (i) 380,012 Shares, and (ii) warrants to purchase 20,194 Shares, and Walker Smith Opportunity Fund International, Ltd. (“WSO International” and collectively with WSO and WSOQP, the "WSO Funds") owned (i) 517,644 Shares, and (ii) warrants to purchase 27,463 Shares. WS Ventures Management, L.P. (“WSVM”) is the general partner of WSO and WSOQP, the agent and attorney-in-fact for WSO International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM. Reid S. Walker, Patrick P. Walker and G. Stacy Smith are principals of WS Capital. As a result, WSVM, WSV Capital, 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. The warrants contain an issuance limitation prohibiting the warrant holder from exercising those securities to the extent that such exercise would result in beneficial ownership by the warrant holder and its affiliates of more than 4.99% of the Shares then issued and outstanding (including for such purpose the Shares issuable upon exercise) (the “4.99% Issuance Limitation”). The 4.99% Issuance Limitation may be waived by the warrant holder, at the election of the warrant holder, upon not less than 61 days’ prior notice to the Company. Thus, as of the Reporting Date, for the purposes of Reg. Section 240.13d-3, (i) WSC Management and WS Capital are deemed to beneficially own 1,129,816 Shares, or approximately 3.0% of the Shares Deemed issued and outstanding as of the Reporting Date, (ii) Messrs. Reid S. Walker and G. Stacy Smith are deemed to beneficially own 2,435,100 Shares, or approximately 6.5% of the Shares deemed issued and outstanding as of the Reporting Date, and (iii) WSV, WSVM and Mr. Patrick P. Walker are deemed to beneficially own 1,305,284 Shares, or approximately 3.5% 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 shall not be deemed to be an admission that any such reporting person is a member of such a group.

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 12, 2008

	/s/ Reid S. Walker
	REID S. WALKER

	/s/ G. Stacy Smith
	G. STACY SMITH

	/s/ Patrick P. Walker
	PATRICK P. WALKER

	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

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-1 2 v103365_ex-1.htm

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 Solar Power, Inc. 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 12, 2008.

	/s/ Reid S. Walker
	REID S. WALKER

	/s/ G. Stacy Smith
	G. STACY SMITH

	/s/ Patrick P. Walker
	PATRICK P. WALKER
	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