UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

    ENERGY PARTNERS, LTD.    

(Name of Issuer)

 

 

    Common Stock, par value $0.001    

(Title and Class of Securities)

    29270U303    

(CUSIP Number)

    Daniel Gosselin    

    The K2 Principal Fund, L.P.    

    444 Adelaide Street West, Suite 200    

    Toronto, Canada A6 M5V 1S7    

    Telephone Number: (416) 865-2732    

    Facsimile Number: (416) 703-4443    

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

    March 11, 2010    

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(Continued on following pages)

(Page 1 of 9 Pages)

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CUSIP No. 29270U303		Schedule 13D/A		Page 2 of 9 Pages

 

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       3,123,037
				9		SOLE DISPOSITIVE POWER       -0-
				10		SHARED DISPOSITIVE POWER       3,123,037
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        3,123,037
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES						¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       7.8%
14		TYPE OF REPORTING PERSON       PN

 

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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, 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       -0-
				9		SOLE DISPOSITIVE POWER       -0-
				10		SHARED DISPOSITIVE POWER       -0-
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        -0-
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES						¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       0.0%
14		TYPE OF REPORTING PERSON       CO

 

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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 & ASSOCIATES INVESTMENT MANAGEMENT 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       -0-
				9		SOLE DISPOSITIVE POWER       -0-
				10		SHARED DISPOSITIVE POWER       -0-
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        -0-
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES						¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       0.0%
14		TYPE OF REPORTING PERSON       CO

 

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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       3,123,037
				9		SOLE DISPOSITIVE POWER       -0-
				10		SHARED DISPOSITIVE POWER       3,123,037
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        3,123,037
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES						¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       7.8%
14		TYPE OF REPORTING PERSON       IN

 

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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       3,123,037
				9		SOLE DISPOSITIVE POWER       -0-
				10		SHARED DISPOSITIVE POWER       3,123,037
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON        3,123,037
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES						¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)       7.8%
14		TYPE OF REPORTING PERSON       CO

 

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CUSIP No. 29270U303		Schedule 13D/A		Page 7 of 9 Pages

 

This Amendment No. 2 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 (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. 2, 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 2.

Identity and Background

Item 2 to the Statement is hereby supplemented with the following information:

As of January 1, 2010, in connection with an internal reorganization, K2 GenPar, Inc. was replaced as general partner of the Fund by K2 GenPar L.P., an Ontario limited partnership (the “New GP”). The general partner of the New GP is K2 GenPar 2009 Inc., an Ontario corporation (“GenPar 2009”), which is a wholly-owned subsidiary of SKI.

 

Item 5.

Interest in Securities of the Issuer

Since the date of Amendment No. 1, the Reporting Persons sold an aggregate of 548,066 shares of Common Stock in open market transactions at an average price of $11.0686 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 40,041,334 shares of Common Stock issued and outstanding as reported in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 11, 2010) and were effected on the following dates for the following average price per share:

 

Date		Total Shares Sold		Average Price per Share
February 23, 2010		250,000		$	10.00
March 2, 2010		3,666		$	10.50
March 3, 2010		600		$	10.53
March 5, 2010		9,700		$	11.032
March 11, 2010		284,100		$	12.019

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:    3,123,037                                                                                                      Percent of class: 7.8%

(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:		3,123,037
(iii)		Sole power to dispose or direct the disposition of:		0
(iv)		Shared power to dispose or direct the disposition of:		3,123,037

K2 GenPar, Inc.

 

(a)	Amount beneficially owned:    0                                                                                                                      Percent of class: 0.0%

(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:		0
(iii)		Sole power to dispose or direct the disposition of:		0
(iv)		Shared power to dispose or direct the disposition of:		0

K2 & Associates Investment Management Inc.

 

(a)	Amount beneficially owned:    0                                                                                                                      Percent of class: 0.0%

(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:		0
(iii)		Sole power to dispose or direct the disposition of:		0
(iv)		Shared power to dispose or direct the disposition of:		0

Shawn Kimel

 

(a)	Amount beneficially owned:    3,123,037                                                                                                      Percent of class: 7.8%

(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:		3,123,037
(iii)		Sole power to dispose or direct the disposition of:		0
(iv)		Shared power to dispose or direct the disposition of:		3,123,037

Shawn Kimel Investments, Inc.

 

(a)	Amount beneficially owned:    3,123,037                                                                                                      Percent of class: 7.8%

(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:		3,123,037
(iii)		Sole power to dispose or direct the disposition of:		0
(iv)		Shared power to dispose or direct the disposition of:		3,123,037

As of the date hereof, after giving effect to the sales of Common Stock described above, the Fund beneficially owns 3,123,037 shares, representing approximately 7.8% 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, 3,123,037 shares, representing approximately 7.8% of the Company’s outstanding shares. As a result of the internal reorganization described in Item 2, GP and Management no longer beneficially own any outstanding shares of the Company.

Except as set forth above and in Amendment No. 1, the Reporting Persons have not effected any transactions in the Common Stock during the 60 days preceding the date of this Amendment No. 2 to the Schedule 13D.

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CUSIP No. 29270U303		Schedule 13D/A		Page 8 of 8 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: March 15, 2010