| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ENERGY PARTNERS LTD [ EPL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $0.001 per share | 02/12/2010 | S | 150,000(1)(2)(3) | D | $9.97 | 3,939,178 | D(5) | |||
| Common Stock, par value $0.001 per share | 02/16/2010 | S | 50,000(4) | D | $10 | 3,889,178 | D(5) | |||
| Common Stock, par value $0.001 per share | 02/16/2010 | S | 660(4) | D | $10.01 | 3,888,518 | D(5) | |||
| Common Stock, par value $0.001 per share | 02/16/2010 | S | 100(4) | D | $10.03 | 3,888,418 | D(5) | |||
| Common Stock, par value $0.001 per share | 02/16/2010 | S | 100(4) | D | $10.04 | 3,888,318 | D(5) | |||
| Common Stock, par value $0.001 per share | 02/16/2010 | S | 3,534(4) | D | $10.05 | 3,884,784 | D(5) | |||
| Common Stock, par value $0.001 per share | 02/16/2010 | S | 400(4) | D | $10.06 | 3,884,384 | D(5) | |||
| Common Stock, par value $0.001 per share | 02/16/2010 | S | 1,400(4) | D | $10.09 | 3,882,984 | D(5) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On February 12, 2010, The K2 Principal Fund, L.P. (the "Fund") sold 150,000 shares of the common stock of Energy Partners, Ltd. ("Shares") in an open market transaction for an aggregate sale price of $1,495,500, or $9.97 per Share. Immediately following this transaction, the Reporting Persons no longer beneficially owned at least 10% of the Issuer's outstanding shares of common stock. |
| 2. The Reporting Persons are aware that profits earned on the sale transaction described in Footnote 1 are of the type covered by Section 16(b) of the Securities Exchange Act of 1934, as amended ("Section 16(b)"), and are matchable under Section 16(b) against purchases of 14,522 shares made by the Reporting Persons on September 25, 2009 (the "September Purchases"). Although sales by the Reporting Persons on September 23, 2009 of 3,192 shares (the "September Sales") have already been matched against a portion of the September Purchases, the sales price on February 12, 2010 was higher than the sales price for the September Sales.(Continued in footnote 3) |
| 3. Both the September Sales and the September Purchases, as well as the Reporting Persons' obligation to disgorge profits, were reported in the Reporting Persons' Form 3. Therefore, the amount of short-swing profits to be disgorged has been recalculated in accordance with the requirements of Section 16(b) so as to maximize the profits to be disgorged. Promptly after the execution of the sale of the Shares described in Footnote 1, the Reporting Persons reported the above transactions to the Issuer (through the office of the General Counsel) and will remit the profits from the transaction to the Issuer. |
| 4. On February 16, 2010, after the Reporting Persons ceased to own at least 10% of the Issuer's outstanding shares of common stock, the Fund sold (a) 50,000 Shares in an open market transaction for an aggregate purchase price of $500,000, or $10.00 per Share, and (b) 6,194 Shares in multiple open market transactions for an aggregate purchase price of $62,280.67, or $10.055 per Share. |
| 5. 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 Roland Kimel, President of K2 GenPar, Inc., General Partner of THE K2 PRINCIPAL FUND, L.P. | 02/16/2010 | |
| /s/ Shawn Roland Kimel, President of K2 GENPAR, INC. | 02/16/2010 | |
| /s/ Shawn Roland Kimel, President of K2 & ASSOCIATES INVESTMENT MANAGEMENT INC. | 02/16/2010 | |
| /s/ Shawn Roland Kimel, President of SHAWN KIMEL INVESTMENTS, INC. | 02/16/2010 | |
| /s/ Shawn Roland Kimel | 02/16/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||