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 CO 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)
08/23/2010
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)
Code V Amount (A) or (D) Price
Common Stock 08/23/2010 S(1) 16,000 D $16.7209(2) 28,536,192 I See footnote(3)
Common Stock 08/24/2010 S(1) 2,750 D $16.5818(4) 28,533,442 I See footnote(3)
Common Stock 859,517(5) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Marquez Timothy

(Last) (First) (Middle)
370 17TH STREET
SUITE 3900

(Street)
DENVER CO 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 CO 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 2950

(Street)
DENVER CO 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 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.
2. This transaction was executed in multiple trades at prices ranging from $16.60 to $16.90. The price reported above reflects the weighted average sale price. 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.
3. All such shares are held by the Marquez Trust under the Trust Agreement dated February 26, 2002, as amended April 22, 2010, for which Timothy Marquez and his wife Bernadette Marquez serve as trustees.
4. This transaction was executed in multiple trades at prices ranging from $16.50 to $16.70. The price reported above reflects the weighted average sale price. 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.
5. 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 Marquez 08/24/2010
/s/ John A. Elofson, as Attorney-in-Fact for Bernadette Marquez 08/24/2010
/s/ John A. Elofson, as Attorney-in-Fact for the Marquez Trust 08/24/2010
** 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.
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