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^*

Marquez Timothy

(Last)

(First)

(Middle)

370 17TH STREET

SUITE 3900

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Venoco, Inc. [ VQ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2008

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	12/31/2008		P⁽¹⁾		100	A	$2.47	27,154,285	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		2,800	A	$2.48	27,157,085	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		4,000	A	$2.5	27,161,085	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		400	A	$2.56	27,161,485	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		3,700	A	$2.57	27,165,185	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		1,800	A	$2.58	27,166,985	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		1,000	A	$2.59	27,167,985	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		11,100	A	$2.6	27,179,085	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		1,200	A	$2.61	27,180,285	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		6,700	A	$2.62	27,186,985	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		1,100	A	$2.63	27,188,085	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		1,700	A	$2.64	27,189,785	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		1,400	A	$2.65	27,191,185	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		5,200	A	$2.67	27,196,385	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		600	A	$2.69	27,196,985	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		2,100	A	$2.7	27,199,085	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		1,700	A	$2.71	27,200,785	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		8,100	A	$2.72	27,208,885	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		8,400	A	$2.73	27,217,285	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		900	A	$2.74	27,218,185	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		4,600	A	$2.75	27,222,785	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		2,300	A	$2.76	27,225,085	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		8,000	A	$2.77	27,233,085	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		900	A	$2.79	27,233,985	I	See footnote⁽²⁾
Common Stock	12/31/2008		P⁽¹⁾		200	A	$2.8	27,234,185	I	See footnote⁽²⁾
Common Stock								365,773⁽³⁾	D

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^*

Marquez Timothy

(Last)

(First)

(Middle)

370 17TH STREET

SUITE 3900

(Street)

DENVER

80202

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Marquez Bernadette

(Last)

(First)

(Middle)

370 17TH STREET

SUITE 2950

(Street)

DENVER

80202

(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^*

Marquez Trust

(Last)

(First)

(Middle)

370 17TH STREET, SUITE 3900

(Street)

DENVER

80202

(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. The reporting person's purchase of VQ common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 26,965 shares, with the reporting person's sale of 44,945 shares of VQ common stock at a weighted-average price of $24.0005 on July 14, 2008. The reporting person will promptly pay to VQ an amount representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs and realized profits already paid to the Company.

2. All such shares are held by the Marquez Trust under the Trust Agreement dated February 26, 2002, as amended, for which Timothy Marquez and his wife Bernadette serve as trustees.

3. All such shares represent restricted stock grants to Mr. Marquez on 3/27/2007 and 2/28/2008.

Remarks:

This Form 4 is 2 of 2 filed on 1/2/2009 to report transactions on 12/30/2008 and 12/31/2008.

	John A. Elofson, John A. Elofson, as Attorney-in-Fact for Timothy Marquez	01/02/2009
	John A. Elofson, John A. Elofson, as Attorney-in-Fact for Bernadette Marquez	01/02/2009
	John A. Elofson, John A. Elofson, as Attorney-in-Fact for the Marquez Trust	01/02/2009
	** 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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