UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

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~~Pursuant ofto ~~Report~~Section 13 ~~(Date~~or 15(d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~June 16,~~Act ~~2015~~of ~~(June 11, 2015)~~1934

~~VENOCO, INC. DENVER~~Date ~~PARENT~~of ~~CORPORATION~~ Report (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): July 15, in2015 ~~its~~(July 9, ~~charter~~2015)

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

~~370~~DENVER ~~17th~~PARENT ~~Street, Suite 3900 Denver, Colorado (Address of principal executive offices) 80202-1370 (Zip Code)~~CORPORATION

~~Registrant's telephone~~(Exact ~~number,~~name ~~including~~of ~~area~~registrant ~~code:~~as ~~(303~~specified in its charter) ~~626-8300~~

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

Delaware		Venoco, Inc. 001-33152 Denver Parent Corporation 333-191602		Venoco, Inc. 77-0323555 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 ~~ITEM~~communications ~~1.01 ENTRY~~pursuant ~~INTO~~to ARule 425 ~~MATERIAL~~under ~~DEFINITIVE~~the ~~AGREEMENT~~Securities Act (17 CFR 230. 425)

Ono Soliciting ~~June 11,~~material ~~2015~~pursuant ~~Venoco, Inc.~~to ~~(the "Company") entered into a new $75~~Rule ~~million~~14a-12 ~~term~~under ~~loan facility (~~the ~~"new facility")~~Exchange ~~with~~Act Deutsche Bank AG. The new facility was fully drawn at closing and matures in December 2017, subject to acceleration in certain circumstances. The Company used the proceeds from the new facility to repay all amounts outstanding under its prior term loan facility entered into in April 2015 (~~the~~17 ~~"prior~~CFR ~~facility"), and the prior facility was then terminated~~240. ~~Amounts borrowed under the new facility bear interest at LIBOR plus 4.0% per annum. Venoco may repay amounts borrowed under the new facility at any time, subject to certain make~~14a-~~whole~~12) payment obligations. The facility contains representations, warranties and covenants typical for instruments of this type. The Company's obligations under the facility are secured by a first priority lien on cash collateral and are guaranteed by the Company's subsidiaries that guarantee its first lien secured notes and second lien secured notes. The new facility is governed by a term loan, security and guaranty agreement among the Company, the guarantors and the lenders party thereto.

~~The foregoing~~o Pre-commencement ~~description~~communications ofpursuant ~~the new facility does not purport~~ to ~~describe all of the terms of the term loan, security and guaranty agreement, and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit~~Rule ~~10.~~14d-2 ~~to this Current Report on Form~~(b) ~~8-K~~under ~~and~~the isExchange ~~incorporated~~Act ~~herein~~(17 byCFR ~~reference~~240.14d-2(b))

o Pre-commencement ~~ITEM~~communications ~~1.02 TERMINATION~~pursuant OFto ARule 13e-4(c) under ~~MATERIAL~~the ~~DEFINITIVE~~Exchange ~~AGREEMENT~~Act (17 CFR 240. 13e-4(c))

AsITEM ~~described in Item 1~~5.~~01,~~02 onDEPARTURE ~~June 11,~~OF ~~2015,~~DIRECTORS ~~approximately~~OR ~~$75 million~~CERTAIN ofOFFICERS; ~~borrowings~~ELECTION ~~under~~OF ~~the~~DIRECTORS; ~~new~~APPOINTMENT ~~facility~~OF ~~were used~~CERTAIN toOFFICERS; ~~repay~~COMPENSATORY ~~all~~ARRANGEMENTS ~~amounts~~OF ~~outstanding~~CERTAIN ~~under the prior facility, which was then terminated~~OFFICERS.

On ~~ITEM~~July 9, 22015, Joel Reed and Richard Walker, directors of Venoco, Inc.~~03 CREATION~~ OF(the A“Company”), ~~DIRECT~~informed ~~FINANCIAL~~the ~~OBLIGATION~~Company ORthat ANthey ~~OBLIGATION~~intend ~~UNDER~~to ANresign ~~OFF-BALANCE~~as ~~SHEET~~directors ~~ARRANGEMENT~~of OFthe ACompany ~~REGISTRANT~~effective August 1, 2015. The resignations did not result from any disagreement with the Company.

~~The information set forth in Item 1.01 is incorporated by reference herein to the extent required.~~ 2

~~ITEM 8.01 OTHER EVENTS.~~ SIGNATURE

AsPursuant ~~previously~~to ~~reported,~~the onrequirements ~~April 2,~~of ~~2015,~~ the ~~Company~~Securities ~~entered~~Exchange ~~into~~Act ~~agreements relating to three new debt instruments: (i) first lien senior secured notes with an aggregate principal amount~~ of ~~$175 million~~1934, ~~(ii) second~~the ~~lien~~registrant ~~senior~~has ~~secured~~duly ~~notes~~caused ~~with~~this anreport ~~aggregate~~to ~~principal~~be ~~amount~~signed ~~of $150 million~~on ~~and~~its ~~(iii) the~~behalf ~~prior~~by ~~facility. Agreements relating to these instruments, and~~ the ~~new~~undersigned ~~facility,~~hereunto ~~are~~duly ~~filed as exhibits hereto~~authorized.

Date: July 15, ~~ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS~~ 2015

~~(d) Exhibits~~ DENVER PARENT CORPORATION VENOCO, INC. By: /s/ Mark DePuy Name: Mark DePuy Title: Chief Executive Officer, Venoco, Inc. President and Chief Operating Officer, Denver Parent Corporation

Exhibit No.			Description
	4.1		Indenture, dated as of April 2, 2015, by and among Venoco, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the First Lien 12.00% Senior Secured Notes due 2019.
	4.2		Indenture, dated as of April 2, 2015, by and among Venoco, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the Second Lien 8.875% Senior Secured Notes due 2019.
	10.1		Term Loan and Security Agreement, dated as of April 2, 2015, by and among Venoco, Inc., the Guarantors named therein and the Lenders named therein.

Exhibit No.			Description
	10.2		Term Loan, Security and Guaranty Agreement, dated as of June 11, 2015, by and among Venoco, Inc., the Guarantors named therein and the Lenders named therein.
	99.1		Note Purchase and Exchange Agreement, dated as of April 2, 2015, by and among Venoco, Inc. and the Note Purchasers named therein.

SIGNATURE

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: June 16, 2015

DENVER PARENT CORPORATION VENOCO, INC. By: /s/ MARK DEPUY Name: Mark DePuy Title: Chief Executive Officer, Venoco, Inc. President and Chief Operating Officer, Denver Parent Corporation

EXHIBIT INDEX

Exhibit No.			Description
	4.1		Indenture, dated as of April 2, 2015, by and among Venoco, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the First Lien 12.00% Senior Secured Notes due 2019.
	4.2		Indenture, dated as of April 2, 2015, by and among Venoco, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the Second Lien 8.875% Senior Secured Notes due 2019.
	10.1		Term Loan and Security Agreement, dated as of April 2, 2015, by and among Venoco, Inc., the Guarantors named therein and the Lenders named therein.
	10.2		Term Loan, Security and Guaranty Agreement, dated as of June 11, 2015, by and among Venoco, Inc., the Guarantors named therein and the Lenders named therein.
	99.1		Note Purchase and Exchange Agreement, dated as of April 2, 2015, by and among Venoco, Inc. and the Note Purchasers named therein.

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