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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Forward Purchase Agreement | (1) (2) | 08/16/2006 | 08/16/2006 | J(1)(2) | 1 (1) (2) | (1)(2) | 08/17/2009(1)(2) | Common Stock | 39,400 | (1) (2) | 0 (1) (2) | D (1) (2) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BACHMANN RICHARD A C/O ENERGY PARTNERS, LTD. 201 ST. CHARLES AVENUE, SUITE 3400 NEW ORLEANS, LA 70170 |
X | Chairman and CEO | ||
| /s/ John H. Peper (Attorney-In-Fact for Richard A. Bachmann) | 08/30/2006 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | This Form 4 is being filed in connection with the sale by the Reporting Person of 39,400 shares of common stock of Energy Partners, Ltd. to an unaffiliated counterparty pursuant to a forward purchase agreement. On August 17, 2009, the date specified in the sale confirmation pursuant to the agreement (or earlier if the agreement is terminated early), the Reporting Person is obligated to deliver the following number of shares of common stock (or, at his election, the cash equivalent of such shares): (a) if the closing price of the Company common stock on the maturity date (the ?PDP?) is less than $18.0248 per share (the ?DPP?), 39,400 shares, (b) if the PDP is equal to or greater than the DPP, but less than $21.6290 per share (the ?CUP?), 39,400 times a fraction equal to the DPP divided by the PDP and (c) if the PDP is equal to or greater than the CUP, 39,400 times a fraction equal to 1 minus [the CUP minus the DPP] divided by the PDP. |
| (2) | (footnote one continued) The share numbers and price amounts are subject to anti-dilution adjustments. To secure each party?s obligations under the agreement, the Reporting Person has pledged 39,400 shares to the counterparty, and the counterparty has pledged $615,507 in cash to the Reporting Person. The Reporting Person is entitled to vote the shares during the term of the agreement. The amount reported as pledged in cash was incorrectly reported on the Form 4 filed on August 18, 2006. |