UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~ May 2015, 2015

VENOCO, INC.

DENVER PARENT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	Venoco, Inc. 001-33152 Denver Parent Corporation 333-191602	Venoco, Inc. 77-0323555 Denver Parent Corporation 44-0821005
	Venoco, Inc. 001-33152	Venoco, Inc. 77-0323555
Delaware	Denver Parent Corporation 333-191602	Denver Parent Corporation 44-0821005
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification Number)

370 17th Street, Suite 3900

Denver, Colorado

80202-1370

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (303) 626-8300

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 82.0102 ~~OTHER~~RESULTS ~~EVENTS.~~OF OPERATIONS AND FINANCIAL CONDITION

On ~~April~~May 15, 2015, Venoco, Inc. ~~and~~issued ~~Denver~~a ~~Parent~~press ~~Corporation~~release ~~(“DPC”)~~reporting ~~filed~~financial anresults ~~Annual~~and ~~Report~~operating oninformation ~~Form 10-K~~ for the ~~fiscal~~quarter ~~year~~ ended ~~December~~March 31, ~~2014~~2015, ~~(the~~and ~~“Annual~~related ~~Report”)~~information. ~~The~~A ~~Management~~copy ~~Discussion and Analysis section~~ of the ~~Annual~~release ~~Report disclosed that DPC’s “Adjusted Consolidated Net Tangible Assets,” as that term~~ is ~~defined~~attached ~~in the indenture governing DPC’s 12.25% / 13.00% senior PIK toggle notes, were $0.93 billion as of December 31, 2014. DPC has since discovered that, due~~ to athis ~~calculation~~report ~~error, the amount reported was inaccurate, and that DPC’s actual Adjusted Consolidated Net Tangible Assets~~ as ~~of December~~Exhibit ~~31, 2014 were $0~~99.~~84 billion (calculated using the December 31, 2014 reserve report)~~1. This is a non-GAAP measure and does not impact the reported GAAP financial results or financial position. The companies do not believe that this correction will have any impact on their operating or financing flexibility.

2The information in this report, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

~~SIGNATURE~~ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~(d) Exhibits

Date: April 20, 2015

Exhibit No.		Description

99.1		Press Release, dated May 15, 2015.

~~DENVER PARENT CORPORATION VENOCO, INC. By: /s/Scott M. Pinsonnault Name: Scott M. Pinsonnault Title: Interim Chief Financial Officer~~2

3SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 15, 2015

	VENOCO, INC.


	By:	/S/ Scott Pinsonnault
	Name:	Scott Pinsonnault
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description

99.1		Press Release, dated May 15, 2015.

Filing Compare · DENVER PARENT Corp