1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
THE
K2 PRINCIPAL FUND, L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
ONTARIO,
CANADA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
2,284,574
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
2,284,574
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,284,574
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No. 29270U303
|
Schedule
13D/A
|
Page 3
of 9 Pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
K2
GENPAR L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
ONTARIO,
CANADA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
2,284,574
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
2,284,574
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,284,574
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
14
|
TYPE
OF REPORTING PERSON
PN
|
CUSIP
No. 29270U303
|
Schedule
13D/A
|
Page 4
of 9 Pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
K2
GENPAR 2009 INC.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
ONTARIO,
CANADA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
2,284,574
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
2,284,574
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,284,574
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
14
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. 29270U303
|
Schedule
13D/A
|
Page 5
of 9 Pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SHAWN
KIMEL
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
CANADA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
2,284,574
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
2,284,574
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,284,574
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No. 29270U303
|
Schedule
13D/A
|
Page 6
of 9 Pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SHAWN
KIMEL INVESTMENTS, INC.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e)
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
ONTARIO,
CANADA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
-0-
|
8
|
SHARED
VOTING POWER
2,284,574
|
9
|
SOLE
DISPOSITIVE POWER
-0-
|
10
|
SHARED
DISPOSITIVE POWER
2,284,574
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,284,574
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
14
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. 29270U303
|
Schedule
13D/A
|
Page 7
of 9 Pages
|
This
Amendment No. 4 to Schedule 13D modifies and supplements the Schedule 13D
initially filed on October 2, 2009, as amended by Amendment No. 1 to the
Schedule 13D filed on February 22, 2010, Amendment No. 2 to the Schedule 13D
filed on March 15, 2010, and Amendment No. 3 to the Schedule 13D filed on April
21, 2010 (as amended, the “Statement”), with respect to the common stock, par
value $0.001 per share (the “Common Stock”), of Energy Partners, Ltd. (the
“Company”). Except to the extent supplemented by the information
contained in this Amendment No. 4, the Statement, as amended as provided
herein, remains in full force and effect. Capitalized terms used but not defined
herein have the respective meanings ascribed to them in the
Statement.
Item
5. Interest in Securities of the
Issuer
Since the
date of Amendment No. 3, the Reporting Persons sold an aggregate of 423,096
shares of Common Stock in open market transactions at a average price of $14.104
per share. These transactions in the aggregate comprise more than one
percent of the shares of Common Stock of the Company (on the basis of 40,064,731
shares of Common Stock issued and outstanding as of April 16, 2010 as reported
in the Company’s Proxy Statement on Schedule 14A filed with the Securities and
Exchange Commission on April 23, 2010) and were effected on the following dates
for the following average price per share:
Date
|
Total Shares
Sold
|
Price per
Share
|
April
27, 2010
|
40,000
|
$14.1762
|
April
27, 2010
|
3,234
|
$14.1922
|
April
26, 2010
|
64,517
|
$14.1908
|
April
26, 2010
|
6,000
|
$14.1933
|
April
23, 2010
|
3,000
|
$14.0067
|
April
23, 2010
|
1,900
|
$14.1000
|
April
22, 2010
|
2,000
|
$14.0150
|
April
22, 2010
|
700
|
$14.1000
|
April
22, 2010
|
50,000
|
$14.0030
|
April
21, 2010
|
2,900
|
$14.2400
|
April
20, 2010
|
6,000
|
$14.0967
|
April
20, 2010
|
35,883
|
$14.1022
|
April
19, 2010
|
22,651
|
$14.0821
|
April
16, 2010
|
59,107
|
$14.2143
|
April
16, 2010
|
2,000
|
$14.2050
|
April
15, 2010
|
45,363
|
$14.1694
|
April
15, 2010
|
30,000
|
$14.0505
|
April
14, 2010
|
22,841
|
$13.8768
|
April
14, 2010
|
25,000
|
$13.8500
|
As a
result of the purchases described above, the aggregate number and percentage of
shares of Common Stock beneficially owned by the Reporting Persons as of the
date hereof are as follows:
The
K2 Principal Fund, L.P.
(a)
|
Amount
beneficially owned:
2,284,574
|
Percent
of class:
5.7%
|
(b)
|
Number
of shares as to which the person has:
|
|
|
|
(i)
|
Sole
power to vote or direct the vote:
|
0
|
|
(ii)
|
Shared
power to vote or direct the vote:
|
2,284,574
|
|
(iii)
|
Sole
power to dispose or direct the disposition of:
|
0
|
|
(iv)
|
Shared
power to dispose or direct the disposition of:
|
2,284,574
|
K2
GenPar L.P.
(a)
|
Amount
beneficially owned:
2,284,574
|
Percent
of class:
5.7%
|
(b)
|
Number
of shares as to which the person has:
|
|
|
|
(i)
|
Sole
power to vote or direct the vote:
|
0
|
|
(ii)
|
Shared
power to vote or direct the vote:
|
2,284,574
|
|
(iii)
|
Sole
power to dispose or direct the disposition of:
|
0
|
|
(iv)
|
Shared
power to dispose or direct the disposition of:
|
2,284,574
|
CUSIP
No. 29270U303
|
Schedule
13D/A
|
Page 8
of 9 Pages
|
K2
GenPar 2009 Inc.
(a)
|
Amount
beneficially owned:
2,284,574
|
Percent
of class:
5.7%
|
(b)
|
Number
of shares as to which the person has:
|
|
|
|
(i)
|
Sole
power to vote or direct the vote:
|
0
|
|
(ii)
|
Shared
power to vote or direct the vote:
|
2,284,574
|
|
(iii)
|
Sole
power to dispose or direct the disposition of:
|
0
|
|
(iv)
|
Shared
power to dispose or direct the disposition of:
|
2,284,574
|
Shawn
Kimel
(a)
|
Amount
beneficially owned:
2,284,574
|
Percent
of class:
5.7%
|
(b)
|
Number
of shares as to which the person has:
|
|
|
|
(i)
|
Sole
power to vote or direct the vote:
|
0
|
|
(ii)
|
Shared
power to vote or direct the vote:
|
2,284,574
|
|
(iii)
|
Sole
power to dispose or direct the disposition of:
|
0
|
|
(iv)
|
Shared
power to dispose or direct the disposition of:
|
2,284,574
|
Shawn
Kimel Investments, Inc.
(a)
|
Amount
beneficially owned:
2,284,574
|
Percent
of class:
5.7%
|
(b)
|
Number
of shares as to which the person has:
|
|
|
|
(i)
|
Sole
power to vote or direct the vote:
|
0
|
|
(ii)
|
Shared
power to vote or direct the vote:
|
2,284,574
|
|
(iii)
|
Sole
power to dispose or direct the disposition of:
|
0
|
|
(iv)
|
Shared
power to dispose or direct the disposition of:
|
2,284,574
|
As of the date hereof, after giving
effect to the sales of Common Stock described above, the Fund beneficially owns
2,284,574 shares, representing approximately 5.7% of the Company’s outstanding
shares. The Fund’s sole general partner is the New GP and the general
partner of the New GP is GenPar 2009, the wholly-owned subsidiary of
SKI. 100% of SKI is owned by Kimel. Therefore, each of the
New GP, GenPar 2009, SKI, and Kimel may be deemed to beneficially own, in the
aggregate, 2,284,574 shares, representing approximately 5.7% of the Company’s
outstanding shares.
Except as set forth in this Amendment
No. 4, the Reporting Persons have not effected any transactions in the Common
Stock since the filing of Amendment No. 3 to this Schedule 13D.
CUSIP
No. 29270U303
|
Schedule
13D/A
|
Page 9
of 9 Pages
|
SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, the undersigned certify that the information
set forth in this statement is true, complete and correct.
Dated: April
28, 2010
|
|
|
|
|
THE
K2 PRINCIPAL FUND, L.P.
|
|
|
|
|
|
By:
|
K2
GENPAR L.P., its General Partner
|
|
|
|
|
|
|
By:
|
K2
GENPAR 2009 INC., its General Partner
|
|
|
|
|
|
|
By:
|
/s/
Shawn Kimel
|
|
|
|
Shawn
Kimel
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
K2
GENPAR, L.P.
|
|
|
|
|
|
By:
|
K2
GENPAR 2009 INC., its General Partner
|
|
|
|
|
|
|
By:
|
/s/
Shawn Kimel
|
|
|
|
Shawn
Kimel
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
K2
GENPAR 2009 INC.
|
|
|
|
|
|
|
By:
|
/s/
Shawn Kimel
|
|
|
|
Shawn
Kimel
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
SHAWN
KIMEL INVESTMENTS, INC.
|
|
|
|
|
|
|
By:
|
/s/
Shawn Kimel
|
|
|
|
Shawn
Kimel
|
|
|
|
President
|
|
|
|
|
|
|
|
|
|
|
/s/
Shawn Kimel
|
|
|
Shawn
Kimel, in his individual capacity
|
|