| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Venoco, Inc. [ VQ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/13/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/18/2010 | G(1) | V | 301,099 | D | $0 | 859,517(6) | D | ||
| Common Stock | 04/13/2010 | S(2) | 16,000 | D | $15.2747(3) | 29,138,942 | I | See footnote(4) | ||
| Common Stock | 04/14/2010 | S(2) | 16,000 | D | $15.4683(5) | 29,122,942 | I | See footnote(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On March 18, 2010, the Reporting Person contributed, via gift, 301,099 shares of common stock that had been issued to Mr. Marquez as restricted stock but is now fully vested, to the Marquez Trust, of which the Reporting Person and his wife Bernadette Marquez serve as Trustees. The transaction changed the Reporting Person's beneficial ownership of these shares from direct to indirect. The addition of 301,099 shares to the total number of shares owned by the Trust was reported on line one of a prior Form 4 filed by the Reporting Person on April 12, 2010. |
| 2. The sales reported in this Form 4 were made pursuant to the terms of a Rule 10b5-1 Trading Plan adopted by the Marquez Trust on November 14, 2009, as amended December 23, 2009. |
| 3. This transaction was executed in multiple trades at prices ranging from $15.16 to $15.44. The price reported above reflects the weighted average sale price of such trades. The reporting person hereby undertakes to provide to the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares and prices at which each transaction was effected. |
| 4. 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 Marquez serve as trustees. |
| 5. This transaction was executed in multiple trades at prices ranging from $15.43 to $15.53. The price reported above reflects the weighted average sale price of such trades. The reporting person hereby undertakes to provide to the SEC staff, the issuer or a security holder of the issuer, upon request, full information regarding the number of shares and prices at which each transaction was effected. |
| 6. All such shares represent restricted stock granted to Timothy Marquez on March 27, 2007, February 28, 2008, March 5, 2009 and February 28, 2010. These shares are subject to future vesting requirements. |
| /s/ John A. Elofson as Attorney-in-Fact for Timothy M. Marquez | 04/14/2010 | |
| /s/ John A. Elofson as Attorney-in-Fact for Bernadette Marquez | 04/14/2010 | |
| /s/ John A. Elofson as Attorney-in-Fact for the Marquez Trust | 04/14/2010 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||