NUTRACEA
|
(Name
of Issuer)
|
Common
Stock, no par value
|
(Title
of Class of Securities)
|
67060N204
|
(CUSIP
Number)
|
December
31, 2006
|
(Date
of Event Which Requires Filing of this
Statement)
|
CUSIP
No. 67060N204
|
|||
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:
1,111,299
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
1,111,299
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,111,299
|
||
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
|
CUSIP
No. 67060N204
|
|||
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:
1,111,299
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
1,111,299
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,111,299
|
||
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
|
CUSIP
No. 67060N204
|
|||
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:
1,111,205
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
1,111,205
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,111,205
|
||
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/OO
|
CUSIP
No. 67060N204
|
|||
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:
1,111,205
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
1,111,205
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,111,205
|
||
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/PN
|
CUSIP
No. 67060N204
|
|||
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:
2,222,504
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
2,222,504
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,222,504
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5%*
|
||
12
|
TYPE
OF REPORTING PERSON
HC/IN
|
CUSIP
No. 67060N204
|
|||
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:
2,222,504
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
2,222,504
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,222,504
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.5%*
|
||
12
|
TYPE
OF REPORTING PERSON
HC/IN
|
CUSIP
No. 67060N204
|
|||
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:
1,135,205
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
1,135,205
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,135,205
|
||
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/IN
|
CUSIP
No. 67060N204
|
|||
1
|
NAME
OF REPORTING PERSON:
BC
Advisors, LLC
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:
1,313,910
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
1,313,910
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,313,910
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5%*
|
||
12
|
TYPE
OF REPORTING PERSON
HC/CO
|
CUSIP
No. 67060N204
|
|||
1
|
NAME
OF REPORTING PERSON:
SRB
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:
1,313,910
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
1,313,910
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,313,910
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5%*
|
||
12
|
TYPE
OF REPORTING PERSON
IA/PN
|
CUSIP
No. 67060N204
|
|||
1
|
NAME
OF REPORTING PERSON:
Steven
R. Becker
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:
1,313,910
|
|
6
|
SHARED
VOTING POWER:
0
|
||
7
|
SOLE
DISPOSITIVE POWER:
1,313,910
|
||
8
|
SHARED
DISPOSITIVE POWER:
0
|
||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,313,910
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5%*
|
||
12
|
TYPE
OF REPORTING PERSON
HC/IN
|
This
Schedule 13G relates to the common stock (“Common Stock”) of NutraCea
acquired by (i) WS Capital, L.L.C., a Texas limited liability company
(“WS
Capital”), for the account of (1) Walker Smith Capital, L.P., a Texas
limited partnership (“WSC”), (2) Walker Smith Capital (Q.P.), L.P., a
Texas limited partnership (“WSCQP”), (3) Walker Smith International Fund,
Ltd., a British Virgin Islands exempted company (“WS International”), and
(4) HHMI Investments, L.P., a Delaware limited partnership (“HHMI”), (ii)
WSV Management, L.L.C., a Texas limited liability company (“WSV”), for the
account of (1) WS Opportunity Fund, L.P., a Texas limited partnership
(“WSO”), (2) WS Opportunity Fund (Q.P.), L.P., a Texas limited partnership
(“WSOQP”), and (3) WS Opportunity Fund International, Ltd., a Cayman
Islands exempted company (“WSO International”) and (iii) BC Advisors, LLC,
a Texas limited liability company (“BCA”), for the account of (1) SRB
Greenway Capital, L.P., a Texas limited partnership (“SRBGC”), (2) SRB
Greenway Capital (Q.P.), L.P., a Texas limited partnership (“SRBQP”), and
(3) SRB Greenway Offshore Operating Fund, L.P., a Cayman Islands
limited
partnership (“SRB Offshore”). WS Capital is the general partner of WS
Capital Management, L.P., a Texas limited partnership (“WSC Management”),
which is the general partner of WSC and WSCQP and the investment
manager
for WS International and HHMI. WSV is the general partner of WS Ventures
Management, L.P., a Texas limited partnership (“WSVM”), which is the
general partner of WSO and WSOQP and the agent and attorney-in-fact
for
WSO International. Reid S. Walker and G. Stacy Smith are principals
of WS
Capital and WSV, and Patrick P. Walker is a principal of WSV. BCA
is the
general partner of SRB Management, L.P., a Texas limited partnership
(“SRB
Management”), which is the general partner of SRBGC, SRBQP and SRB
Offshore. Steven R. Becker is the sole principal of BCA. Pursuant
to a
letter agreement, Steven R. Becker may collaborate with Reid S. Walker
and
G. Stacy Smith on investment strategies from time to time. Each of
the
reporting persons hereby expressly disclaims membership in a “group” under
Section 13(d) of the Securities Exchange Act of 1934 and the rules
and
regulations thereunder with respect to the shares of Common Stock
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.
|
(a) |
Amount
Beneficially Owned:
|
(i)
|
sole
power to vote or to direct the vote: See Item 5 of each cover
page.
|
(ii) |
shared
power to vote or to direct the vote: See Item 6 of each cover
page.
|
(iii) |
sole
power to dispose or to direct the disposition of: See Item 7 of each
cover
page.
|
(iv)
|
shared
power to dispose or to direct the disposition of: See Item 8 of each
cover
page.
|
February
10, 2007
WS
CAPITAL, L.L.C.
|
||
|
|
|
By: | /s/ Reid S. Walker | |
Reid
S. Walker, Member
|
WS
CAPITAL MANAGEMENT, L.P.
|
||
|
By: |
WS
Capital, L.L.C., its general partner
|
By: | /s/ Reid S. Walker | |
Reid
S. Walker, Member
|
WSV
MANAGEMENT, L.L.C.
|
||
|
|
|
By: | /s/ Reid S. Walker | |
Reid
S. Walker, Member
|
WS
VENTURES MANAGEMENT, L.P.
|
||
|
By: |
WSV
Management, L.L.C., its general partner
|
By: | /s/ Reid S. Walker | |
Reid
S. Walker, Member
|
/s/ Reid S. Walker | ||
REID
S. WALKER
|
/s/ G. Stacy Smith | ||
G.
STACY SMITH
|
/s/ Patrick P. Walker | ||
PATRICK
P. WALKER
|
BC
ADVISORS, LLC
|
||
|
|
|
By: | /s/ Steven R. Becker | |
Steven
R. Becker, Member
|
SRB
MANAGEMENT, L.P.
|
||
|
By: |
BC
Advisors, LLC, its general partner
|
By: | /s/ Steven R. Becker | |
Steven
R. Becker, Member
|
/s/ Steven R. Becker | ||
Steven
R. Becker
|
WS
CAPITAL, L.L.C.
|
||
|
|
|
By: | /s/ Reid S. Walker | |
Reid
S. Walker, Member
|
WS
CAPITAL MANAGEMENT, L.P.
|
||
|
By: |
WS
Capital, L.L.C., its general partner
|
By: | /s/ Reid S. Walker | |
Reid
S. Walker, Member
|
WSV
MANAGEMENT, L.L.C.
|
||
|
|
|
By: | /s/ Reid S. Walker | |
Reid
S. Walker, Member
|
WS
VENTURES MANAGEMENT, L.P.
|
||
|
By: |
WSV
Management, L.L.C., its general partner
|
By: | /s/ Reid S. Walker | |
Reid
S. Walker, Member
|
/s/ Reid S. Walker | ||
REID
S. WALKER
|
/s/ G. Stacy Smith | ||
G.
STACY SMITH
|
/s/ Patrick P. Walker | ||
PATRICK
P. WALKER
|
BC
ADVISORS, LLC
|
||
|
|
|
By: | /s/ Steven R. Becker | |
Steven
R. Becker, Member
|
SRB
MANAGEMENT, L.P.
|
||
|
By: |
BC
Advisors, LLC, its general partner
|
By: | /s/ Steven R. Becker | |
Steven
R. Becker, Member
|
/s/ Steven R. Becker | ||
Steven
R. Becker
|