UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
CONTANGO
OIL & GAS CO.
|
(Name
of Issuer)
|
Common
Stock
|
(Title
of Class of Securities)
|
21075N204
|
(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)
x
Rule
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. 21075N204
|
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:
206,784*
|
7
|
SOLE
DISPOSITIVE POWER:
0*
|
8
|
SHARED
DISPOSITIVE POWER:
206,784*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,784*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
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 Contango Oil & Gas Co. (the
“Company”) as filed with the Securities and Exchange Commission on February 11,
2008, there were 16,040,278 shares of the Company’s common stock, par value
$0.04 per share (the “Shares”), issued and outstanding as of December 31, 2007.
As of December 31, 2007 (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
collectively with WSC, WSCQP and WS International, the "WS Funds") owned
in the
aggregate 206,784 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, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund
(Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO
International” and collectively with WSO and WSOQP, the "WSO Funds") owned in
the aggregate 66,350 Shares. WS Ventures Management, L.P. (“WSVM”) is the
general partner of WSO and WSOQP and the agent and attorney-in-fact for
WSO
International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM.
Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals 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 to direct the disposition of the
securities held by the WSO Funds. Additionally, as of the Reporting Date,
Patrick P. Walker acts as the investment adviser of private investment
accounts
that owned in the aggregate 3,600 Shares. Thus, as of the Reporting Date,
for
the purposes of Reg. Section 240.13d-3, (i) WS Capital and WSC Management
are
deemed to beneficially own 206,000 Shares, or 1.3% of the Shares deemed
issued
and outstanding as of the Reporting Date, (ii) WSVM and WSV are deemed
to
beneficially own 66,350 Shares, or 0.4% of the Shares deemed issued and
outstanding as of the Reporting Date, (iii) Messrs. Reid S. Walker and
G. Stacy
Smith are deemed to beneficially own 273,134 Shares, or 1.7% of the Shares
deemed issued and outstanding as of the Reporting Date, and (iv) Patrick
P.
Walker is deemed to beneficially own 69,950 Shares, or 0.4% 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
Act 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. THIS
SCHEDULE 13G STATES THAT EACH OF THE REPORTING PERSONS BENEFICIALLY OWNS
LESS
THAN 5% OF THE TOTAL NUMBER OF SHARES ISSUED AND OUTSTANDING AS OF THE
REPORTING
DATE.
CUSIP
No. 21075N204
|
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:
206,784*
|
7
|
SOLE
DISPOSITIVE POWER:
0*
|
8
|
SHARED
DISPOSITIVE POWER:
206,784*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,784*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
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 Contango Oil & Gas Co. (the
“Company”) as filed with the Securities and Exchange Commission on February 11,
2008, there were 16,040,278 shares of the Company’s common stock, par value
$0.04 per share (the “Shares”), issued and outstanding as of December 31, 2007.
As of December 31, 2007 (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
collectively with WSC, WSCQP and WS International, the "WS Funds") owned
in the
aggregate 206,784 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, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund
(Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO
International” and collectively with WSO and WSOQP, the "WSO Funds") owned in
the aggregate 66,350 Shares. WS Ventures Management, L.P. (“WSVM”) is the
general partner of WSO and WSOQP and the agent and attorney-in-fact for
WSO
International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM.
Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals 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 to direct the disposition of the
securities held by the WSO Funds. Additionally, as of the Reporting Date,
Patrick P. Walker acts as the investment adviser to private investment
accounts
that owned in the aggregate 3,600 Shares. Thus, as of the Reporting Date,
for
the purposes of Reg. Section 240.13d-3, (i) WS Capital and WSC Management
are
deemed to beneficially own 206,000 Shares, or 1.3% of the Shares deemed
issued
and outstanding as of the Reporting Date, (ii) WSVM and WSV are deemed
to
beneficially own 66,350 Shares, or 0.4% of the Shares deemed issued and
outstanding as of the Reporting Date, (iii) Messrs. Reid S. Walker and
G. Stacy
Smith are deemed to beneficially own 273,134 Shares, or 1.7% of the Shares
deemed issued and outstanding as of the Reporting Date, and (iv) Patrick
P.
Walker is deemed to beneficially own 69,950 Shares, or 0.4% 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
Act 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. THIS
SCHEDULE 13G STATES THAT EACH OF THE REPORTING PERSONS BENEFICIALLY OWNS
LESS
THAN 5% OF THE TOTAL NUMBER OF SHARES ISSUED AND OUTSTANDING AS OF THE
REPORTING
DATE.
CUSIP
No. 21075N204
|
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:
66,350*
|
7
|
SOLE
DISPOSITIVE POWER:
0*
|
8
|
SHARED
DISPOSITIVE POWER:
66,350*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,350*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%*
|
12
|
TYPE
OF REPORTING PERSON
HC/OO
|
*
Based
on information set forth on the Form 10-Q of Contango Oil & Gas Co. (the
“Company”) as filed with the Securities and Exchange Commission on February 11,
2008, there were 16,040,278 shares of the Company’s common stock, par value
$0.04 per share (the “Shares”), issued and outstanding as of December 31, 2007.
As of December 31, 2007 (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
collectively with WSC, WSCQP and WS International, the "WS Funds") owned
in the
aggregate 206,784 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, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund
(Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO
International” and collectively with WSO and WSOQP, the "WSO Funds") owned in
the aggregate 66,350 Shares. WS Ventures Management, L.P. (“WSVM”) is the
general partner of WSO and WSOQP and the agent and attorney-in-fact for
WSO
International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM.
Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals 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 to direct the disposition of the
securities held by the WSO Funds. Additionally, as of the Reporting Date,
Patrick P. Walker acts as the investment adviser to private investment
accounts
that owned in the aggregate 3,600 Shares. Thus, as of the Reporting Date,
for the purposes of Reg. Section 240.13d-3, (i) WS Capital and WSC Management
are deemed to beneficially own 206,000 Shares, or 1.3% of the Shares
deemed
issued and outstanding as of the Reporting Date, (ii) WSVM and WSV are
deemed to
beneficially own 66,350 Shares, or 0.4% of the Shares deemed issued and
outstanding as of the Reporting Date, (iii) Messrs. Reid S. Walker and
G. Stacy
Smith are deemed to beneficially own 273,134 Shares, or 1.7% of the Shares
deemed issued and outstanding as of the Reporting Date, and (iv) Patrick
P.
Walker is deemed to beneficially own 69,950 Shares, or 0.4% 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
Act 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. THIS
SCHEDULE 13G STATES THAT EACH OF THE REPORTING PERSONS BENEFICIALLY OWNS
LESS
THAN 5% OF THE TOTAL NUMBER OF SHARES ISSUED AND OUTSTANDING AS OF THE
REPORTING
DATE.
CUSIP
No. 21075N204
|
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:
66,350*
|
7
|
SOLE
DISPOSITIVE POWER:
0*
|
8
|
SHARED
DISPOSITIVE POWER:
66,350*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,350*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%*
|
12
|
TYPE
OF REPORTING PERSON
IA/PN
|
*
Based
on information set forth on the Form 10-Q of Contango Oil & Gas Co. (the
“Company”) as filed with the Securities and Exchange Commission on February 11,
2008, there were 16,040,278 shares of the Company’s common stock, par value
$0.04 per share (the “Shares”), issued and outstanding as of December 31, 2007.
As of December 31, 2007 (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
collectively with WSC, WSCQP and WS International, the "WS Funds") owned
in the
aggregate 206,784 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, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund
(Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO
International” and collectively with WSO and WSOQP, the "WSO Funds") owned in
the aggregate 66,350 Shares. WS Ventures Management, L.P. (“WSVM”) is the
general partner of WSO and WSOQP and the agent and attorney-in-fact for
WSO
International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM.
Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals 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 to direct the disposition of the
securities held by the WSO Funds. Additionally, as of the Reporting Date,
Patrick P. Walker acts as the investment adviser to private investment
accounts
that owned in the aggregate 3,600 Shares. Thus, as of the Reporting Date,
for
the purposes of Reg. Section 240.13d-3, (i) WS Capital and WSC Management
are
deemed to beneficially own 206,000 Shares, or 1.3% of the Shares deemed
issued
and outstanding as of the Reporting Date, (ii) WSVM and WSV are deemed
to
beneficially own 66,350 Shares, or 0.4% of the Shares deemed issued and
outstanding as of the Reporting Date, (iii) Messrs. Reid S. Walker and
G. Stacy
Smith are deemed to beneficially own 273,134 Shares, or 1.7% of the Shares
deemed issued and outstanding as of the Reporting Date, and (iv) Patrick
P.
Walker is deemed to beneficially own 69,950 Shares, or 0.4% 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
Act 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. THIS
SCHEDULE 13G STATES THAT EACH OF THE REPORTING PERSONS BENEFICIALLY OWNS
LESS
THAN 5% OF THE TOTAL NUMBER OF SHARES ISSUED AND OUTSTANDING AS OF THE
REPORTING
DATE.
CUSIP
No. 21075N204
|
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:
273,134*
|
7
|
SOLE
DISPOSITIVE POWER:
0*
|
8
|
SHARED
DISPOSITIVE POWER:
273,134*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
273,134*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7%*
|
12
|
TYPE
OF REPORTING PERSON
IN
|
*
Based
on information set forth on the Form 10-Q of Contango Oil & Gas Co. (the
“Company”) as filed with the Securities and Exchange Commission on February 11,
2008, there were 16,040,278 shares of the Company’s common stock, par value
$0.04 per share (the “Shares”), issued and outstanding as of December 31, 2007.
As of December 31, 2007 (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
collectively with WSC, WSCQP and WS International, the "WS Funds") owned
in the
aggregate 206,784 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, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund
(Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO
International” and collectively with WSO and WSOQP, the "WSO Funds") owned in
the aggregate 66,350 Shares. WS Ventures Management, L.P. (“WSVM”) is the
general partner of WSO and WSOQP and the agent and attorney-in-fact for
WSO
International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM.
Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals 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 to direct the disposition of the
securities held by the WSO Funds. Additionally, as of the Reporting Date,
Patrick P. Walker acts as the investment adviser to private investment
accounts
that owned in the aggregate 3,600 Shares. Thus, as of the Reporting Date,
for
the purposes of Reg. Section 240.13d-3, (i) WS Capital and WSC Management
are
deemed to beneficially own 206,000 Shares, or 1.3% of the Shares deemed
issued
and outstanding as of the Reporting Date, (ii) WSVM and WSV are deemed
to
beneficially own 66,350 Shares, or 0.4% of the Shares deemed issued and
outstanding as of the Reporting Date, (iii) Messrs. Reid S. Walker and
G. Stacy
Smith are deemed to beneficially own 273,134 Shares, or 1.7% of the Shares
deemed issued and outstanding as of the Reporting Date, and (iv) Patrick
P.
Walker is deemed to beneficially own 69,950 Shares, or 0.4% 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
Act 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. THIS
SCHEDULE 13G STATES THAT EACH OF THE REPORTING PERSONS BENEFICIALLY OWNS
LESS
THAN 5% OF THE TOTAL NUMBER OF SHARES ISSUED AND OUTSTANDING AS OF THE
REPORTING
DATE.
CUSIP
No. 21075N204
|
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:
273,134*
|
7
|
SOLE
DISPOSITIVE POWER:
0*
|
8
|
SHARED
DISPOSITIVE POWER:
273,134*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
273,134*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7%*
|
12
|
TYPE
OF REPORTING PERSON
IN
|
*
Based
on information set forth on the Form 10-Q of Contango Oil & Gas Co. (the
“Company”) as filed with the Securities and Exchange Commission on February 11,
2008, there were 16,040,278 shares of the Company’s common stock, par value
$0.04 per share (the “Shares”), issued and outstanding as of December 31, 2007.
As of December 31, 2007 (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
collectively with WSC, WSCQP and WS International, the "WS Funds") owned
in the
aggregate 206,784 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, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund
(Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO
International” and collectively with WSO and WSOQP, the "WSO Funds") owned in
the aggregate 66,350 Shares. WS Ventures Management, L.P. (“WSVM”) is the
general partner of WSO and WSOQP and the agent and attorney-in-fact for
WSO
International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM.
Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals 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 to direct the disposition of the
securities held by the WSO Funds. Additionally, as of the Reporting Date,
Patrick P. Walker acts as the investment adviser to private investment
accounts
that owned in the aggregate 3,600 Shares. Thus, as of the Reporting Date,
for
the purposes of Reg. Section 240.13d-3, (i) WS Capital and WSC Management
are
deemed to beneficially own 206,000 Shares, or 1.3% of the Shares deemed
issued
and outstanding as of the Reporting Date, (ii) WSVM and WSV are deemed
to
beneficially own 66,350 Shares, or 0.4% of the Shares deemed issued and
outstanding as of the Reporting Date, (iii) Messrs. Reid S. Walker and
G. Stacy
Smith are deemed to beneficially own 273,134 Shares, or 1.7% of the Shares
deemed issued and outstanding as of the Reporting Date, and (iv) Patrick
P.
Walker is deemed to beneficially own 69,950 Shares, or 0.4% 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
Act 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. THIS
SCHEDULE 13G STATES THAT EACH OF THE REPORTING PERSONS BENEFICIALLY OWNS
LESS
THAN 5% OF THE TOTAL NUMBER OF SHARES ISSUED AND OUTSTANDING AS OF THE
REPORTING
DATE.
CUSIP
No. 21075N204
|
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
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
|
5
|
SOLE
VOTING POWER:
3,600*
|
6
|
SHARED
VOTING POWER:
66,350*
|
7
|
SOLE
DISPOSITIVE POWER:
3,600*
|
8
|
SHARED
DISPOSITIVE POWER:
66,350*
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,950*
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%*
|
12
|
TYPE
OF REPORTING PERSON
IN
|
*
Based
on information set forth on the Form 10-Q of Contango Oil & Gas Co. (the
“Company”) as filed with the Securities and Exchange Commission on February 11,
2008, there were 16,040,278 shares of the Company’s common stock, par value
$0.04 per share (the “Shares”), issued and outstanding as of December 31, 2007.
As of December 31, 2007 (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
collectively with WSC, WSCQP and WS International, the "WS Funds") owned
in the
aggregate 206,784 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, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund
(Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO
International” and collectively with WSO and WSOQP, the "WSO Funds") owned in
the aggregate 66,350 Shares. WS Ventures Management, L.P. (“WSVM”) is the
general partner of WSO and WSOQP and the agent and attorney-in-fact for
WSO
International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM.
Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals 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 to direct the disposition of the
securities held by the WSO Funds. Additionally, as of the Reporting Date,
Patrick P. Walker acts as the investment adviser to private investment
accounts
that owned in the aggregate 3,600 Shares. Thus, as of the Reporting Date,
for
the purposes of Reg. Section 240.13d-3, (i) WS Capital and WSC Management
are
deemed to beneficially own 206,000 Shares, or 1.3% of the Shares deemed
issued
and outstanding as of the Reporting Date, (ii) WSVM and WSV are deemed
to
beneficially own 66,350 Shares, or 0.4% of the Shares deemed issued and
outstanding as of the Reporting Date, (iii) Messrs. Reid S. Walker and
G. Stacy
Smith are deemed to beneficially own 273,134 Shares, or 1.7% of the Shares
deemed issued and outstanding as of the Reporting Date, and (iv) Patrick
P.
Walker is deemed to beneficially own 69,950 Shares, or 0.4% 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
Act 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. THIS
SCHEDULE 13G STATES THAT EACH OF THE REPORTING PERSONS BENEFICIALLY OWNS
LESS
THAN 5% OF THE TOTAL NUMBER OF SHARES ISSUED AND OUTSTANDING AS OF THE
REPORTING
DATE.
THIS
SCHEDULE 13G STATES THAT EACH OF THE REPORTING PERSONS BENEFICIALLY OWNS
LESS
THAN 5% OF THE TOTAL NUMBER OF SHARES ISSUED AND OUTSTANDING AS OF THE
REPORTING
DATE.
Item
1(a).
|
Name
of Issuer: Contango Oil & Gas Co..
|
|
Item
1(b).
|
Address
of Issuer's Principal Executive Offices:
|
|
|
3700
Buffalo Speedway, Suite 960
Houston,
Texas 77098
|
|
|
|
|
Item
2(a).
|
Name
of Person Filing:
|
|
|
WS
Capital, L.L.C.
|
|
|
WS
Capital Management, L.L.C.
|
|
|
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.L.C.:
|
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
|
|
Item
2(e).
|
CUSIP
Number: 21075N204
|
|
Item
3.
|
Not
Applicable.
|
|
Item
4.
|
Ownership:
|
|
(a)
|
Amount
Beneficially Owned: |
|
|
WS
Capital, L.L.C.:
|
206,784* |
*
Based on
information set forth on the Form 10-Q of Contango Oil & Gas Co. (the
“Company”) as filed with the Securities and Exchange Commission on February
11,
2008, there were 16,040,278 shares of the Company’s common stock, par value
$0.04 per share (the “Shares”), issued and outstanding as of December 31, 2007.
As of December 31, 2007 (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
collectively with WSC, WSCQP and WS International, the "WS Funds")
owned in the
aggregate 206,784 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, WS Opportunity Fund, L.P. (“WSO”), WS Opportunity Fund
(Q.P.), L.P. (“WSOQP”), and WS Opportunity Fund International, Ltd. (“WSO
International” and collectively with WSO and WSOQP, the "WSO Funds") owned in
the aggregate 66,350 Shares. WS Ventures Management, L.P. (“WSVM”) is the
general partner of WSO and WSOQP and the agent and attorney-in-fact
for WSO
International. WSV Management, L.L.C. (“WSV”) is the general partner of WSVM.
Reid S. Walker, G. Stacy Smith and Patrick P. Walker are principals
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 to direct the disposition of
the
securities held by the WSO Funds. Additionally, as of the Reporting
Date,
Patrick P. Walker acts as the investment adviser to private investment
accounts
that owned in the aggregate 3,600 Shares. Thus, as of the Reporting
Date, for
the purposes of Reg. Section 240.13d-3, (i) WS Capital and WSC Management
are
deemed to beneficially own 206,000 Shares, or 1.3% of the Shares deemed
issued
and outstanding as of the Reporting Date, (ii) WSVM and WSV are deemed
to
beneficially own 66,350 Shares, or 0.4% of the Shares deemed issued
and
outstanding as of the Reporting Date, (iii) Messrs. Reid S. Walker
and G. Stacy
Smith are deemed to beneficially own 273,134 Shares, or 1.7% of the
Shares
deemed issued and outstanding as of the Reporting Date, and (iv) Patrick
P.
Walker is deemed to beneficially own 69,950 Shares, or 0.4% 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
Act 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 Management, L.L.C.:
|
206,784*
|
WSV
Management, L.L.C.:
|
66,350*
|
WS
Ventures Management, L.P.:
|
66,350*
|
Reid
S. Walker:
|
273,134*
|
G.
Stacy Smith:
|
273,134*
|
Patrick
P. Walker:
|
69,950*
|
WS
Capital, L.L.C.:
|
1.3%*
|
WS
Capital Management, L.L.C:
|
1.3%*
|
WSV
Management, L.L.C.:
|
0.4%*
|
WS
Ventures Management, L.P.:
|
0.4%*
|
Reid
S. Walker:
|
1.7%*
|
Patrick
P. Walker: |
0.4%* |
(c) |
Number
of shares as to which such person has:
|
|
(i)
|
sole
power to vote or to direct the vote:
|
Patrick
P. Walker: 3,600*
|
(ii)
|
shared
power to vote or to direct the vote:
|
WS
Capital, L.L.C.:
206,784*