SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* K2 PRINCIPAL FUND, L.P. (Last) (First) (Middle) 444 ADELAIDE STREET WEST, SUITE 200 (Street) TORONTO, CANADA M5V 1S7 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/21/2009	3. Issuer Name and Ticker or Trading Symbol ENERGY PARTNERS LTD [ EPL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	4,089,178(1)(2)	D(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* K2 PRINCIPAL FUND, L.P. (Last) (First) (Middle) 444 ADELAIDE STREET WEST, SUITE 200 (Street) TORONTO, CANADA M5V 1S7 (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* K2 GenPar, Inc. (Last) (First) (Middle) 444 ADELAIDE STREET WEST, SUITE 200 (Street) TORONTO, CANADA M5V 1S7 (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* K2 & Associates Investment Management Inc. (Last) (First) (Middle) 444 ADELAIDE STREET WEST, SUITE 200 (Street) TORONTO, CANADA M5V 1S7 (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* Shawn Kimel Investments, Inc. (Last) (First) (Middle) 444 ADELAIDE STREET WEST, SUITE 200 (Street) TORONTO, CANADA M5V 1S7 (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* Kimel Shawn (Last) (First) (Middle) 444 ADELAIDE STREET WEST, SUITE 200 (Street) TORONTO, CANADA M5V 1S7 (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. As of September 21, 2009, The K2 Principal Fund, L.P. (the "Fund") beneficially owned 4,077,848 shares of common stock of Energy Partners, Ltd. ("Shares"). On September 23, 2009, the Fund sold 3,192 Shares in an open market transaction for an aggregate sale price of $30,324.00, or $9.50 per Share. On September 25, 2009, the Fund purchased a total of 14,522 Shares in four open market transactions: (a) 1,631 Shares at a purchase price of $7.90 per Share; (b) 4,400 Shares at a purchase price of $7.88 per Share; (c) 3,500 Shares at a purchase price of $7.90 per Share; and (d) 4,991 Shares at a purchase price of $7.60 per Share, for an aggregate purchase price of $113,138.50. Accordingly, as of the date this report is filed, the Fund beneficially owns 4,089,178 Shares. (Continued in Footnote 2)

2. The Reporting Persons are aware that profits earned on certain of the sale and purchase transactions described in Footnote 1 are of the type covered by Section 16(b) of the Securities Exchange Act of 1934, as amended. Accordingly, the Reporting Persons have reported the above transactions to the Issuer (through the office of its General Counsel) and will remit the profits from the applicable transactions to the Issuer.

3. The securities reported herein are directly beneficially owned by the Fund. K2 GenPar, Inc. (the "GP") is the general partner of the Fund and a wholly owned subsidiary of K2 & Associates Investment Management Inc. ("Management"). Management is the investment manager and advisor of the Fund and a majority-owned subsidiary of Shawn Kimel Investments, Inc. ("SKI"). Mr. Shawn Kimel is the President of each of the GP, Management and SKI. Accordingly, the GP, Management, SKI and Mr. Kimel may each be deemed to indirectly beneficially own the securities.

	/s/ Shawn Kimel, President of K2 GenPar, Inc., General Partner of THE K2 PRINCIPAL FUND, L.P.	10/01/2009
	/s/ Shawn Kimel, President of K2 GENPAR, INC.	10/01/2009
	/s/ Shawn Kimel, President of K2 & ASSOCIATES INVESTMENT MANAGEMENT INC.	10/01/2009
	/s/ Shawn Kimel, President of SHAWN KIMEL INVESTMENTS, INC.	10/01/2009
	/s/ Shawn Kimel	10/01/2009
	** Signature of Reporting Person	Date
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