Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  K2 PRINCIPAL FUND, L.P.
 2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2009		 3. Issuer Name and Ticker or Trading Symbol
ENERGY PARTNERS LTD [EPL]
(Last)
(First)
(Middle)
444 ADELAIDE STREET WEST, SUITE 200		 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 Original Filed(Month/Day/Year)
(Street)

TORONTO, CANADA M5V 1S7		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
K2 PRINCIPAL FUND, L.P.
444 ADELAIDE STREET WEST, SUITE 200
TORONTO, CANADA M5V 1S7		     X    
K2 GenPar, Inc.
444 ADELAIDE STREET WEST, SUITE 200
TORONTO, CANADA M5V 1S7		     X    
K2 & Associates Investment Management Inc.
444 ADELAIDE STREET WEST, SUITE 200
TORONTO, CANADA M5V 1S7		     X    
Shawn Kimel Investments, Inc.
444 ADELAIDE STREET WEST, SUITE 200
TORONTO, CANADA M5V 1S7		     X    
Kimel Shawn
444 ADELAIDE STREET WEST, SUITE 200
TORONTO, CANADA M5V 1S7		     X    

Signatures

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

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(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.

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