form13da11.htm
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 11)*

EPL OIL & GAS, INC.
(Name of Issuer)

Shares of Common Stock, par value $0.001 per share
(Title of Class of Securities)

26883D1081
(CUSIP Number)

Arthur H. Amron, Esq.
Wexford Capital LP
411 West Putnam Avenue
Greenwich, CT 06830
(203) 862-7012
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

July 8, 2013
(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), Rule 13d-1(f) or Rule 13d-1(g), check the following box.o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-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 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
    

 
 
 


CUSIP No. 26883D1081
 
1
Names of Reporting Person.
 
Debello Investors LLC
2
Check the Appropriate Box if a Member of a Group
 (a)  p
(b)  o
3
SEC Use Only
 
4
Source of Funds (See Instructions)
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
o
6
Citizenship or Place of Organization
Delaware
 
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
159,265
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
159,265
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
159,265
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13
Percent of Class Represented by Amount in Row (11)
 
0.41%
14
Type of Reporting Person
 
OO


 
 
    

 
 
 



CUSIP No. 26883D1081
 
1
Names of Reporting Person.
 
Wexford Catalyst Investors LLC
2
Check the Appropriate Box if a Member of a Group
 (a)  p
(b)  o
3
SEC Use Only
 
4
Source of Funds (See Instructions)
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
o
6
Citizenship or Place of Organization
Delaware
 
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
353,490
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
353,490
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
353,490
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13
Percent of Class Represented by Amount in Row (11)
 
0.90%
14
Type of Reporting Person
 
OO


 
 
    

 
 
 


CUSIP No. 26883D1081
 
1
Names of Reporting Person.
 
Wexford Catalyst Trading Limited
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  p
(b)  o
3
SEC Use Only
 
4
Source of Funds
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
o
6
Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
10,376
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
10,376
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
10,376
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13
Percent of Class Represented by Amount in Row (11)
 
0.03%
14
Type of Reporting Person
 
CO


 
 
    

 
 
 



CUSIP No. 26883D1081
 
1
Names of Reporting Person.
 
Wexford Spectrum Fund, L.P.
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  p
(b)  o
3
SEC Use Only
 
4
Source of Funds
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
o
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
812,022
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
812,022
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
812,022
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13
Percent of Class Represented by Amount in Row (11)
 
2.07%
14
Type of Reporting Person
 
PN


 
 
    

 
 
 


CUSIP No. 26883D1081
 
1
Names of Reporting Person.
 
Spectrum Intermediate Fund Limited
2
Check the Appropriate Box if a Member of a Group
 (a)  p
(b)  o
3
SEC Use Only
 
4
Source of Funds (See Instructions)
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
o
6
Citizenship or Place of Organization
Cayman Island
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
797,170
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
797,170
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
797,170
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13
Percent of Class Represented by Amount in Row (11)
 
2.03%
14
Type of Reporting Person
 
CO


 
 
    

 
 
 


CUSIP No. 26883D1081
 
1
Names of Reporting Person.
 
Wexford Capital LP
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  p
(b)  o
3
SEC Use Only
 
4
Source of Funds
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
o
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
2,174,961
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
2,174,961
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,174,961
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13
Percent of Class Represented by Amount in Row (11)
 
5.54%
14
Type of Reporting Person
 
PN


 
 
    

 
 
 


CUSIP No. 26883D1081
 
1
Names of Reporting Person.
 
Wexford GP LLC
2
Check the Appropriate Box if a Member of a Group
 (a)  p
(b)  o
3
SEC Use Only
 
4
Source of Funds (See Instructions)
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
o
6
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
2,174,961
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
2,174,961
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,174,961
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13
Percent of Class Represented by Amount in Row (11)
 
5.54%
14
Type of Reporting Person
 
OO


 
 
    

 
 
 

 
 
CUSIP No. 26883D1081
1
Names of Reporting Person.
 
Charles E. Davidson
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  p
(b)  o
3
SEC Use Only
 
4
Source of Funds
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
o
6
Citizenship or Place of Organization
United States
 
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
2,174,961
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
2,174,961
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,174,961
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13
Percent of Class Represented by Amount in Row (11)
 
5.54%
14
Type of Reporting Person
 
IN


 
 
    

 
 
 


CUSIP No. 26883D1081
 
1
Names of Reporting Person.
 
Joseph M. Jacobs
2
Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)  p
(b)  o
3
SEC Use Only
 
4
Source of Funds
 
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
o
6
Citizenship or Place of Organization
United States
 
Number of Shares Beneficially Owned by Each Reporting Person With
7
Sole Voting Power
 
0
8
Shared Voting Power (see Item 5 below)
 
2,174,961
9
Sole Dispositive Power
 
0
10
Shared Dispositive Power (see Item 5 below)
 
2,174,961
11
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,174,961
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13
Percent of Class Represented by Amount in Row (11)
 
5.54%
14
Type of Reporting Person
 
IN


 
 
    

 
 
 

This Amendment No. 11 to Schedule 13D (the "Amendment No. 11") modifies and supplements the Schedule 13D initially filed on July 3, 2008 (the "Original Statement"), as amended by Amendment No. 1 filed on October 14, 2008, Amendment No. 2 filed on January 27, 2009, Amendment No. 3 filed on March 5, 2009, Amendment No. 4 filed on September 29, 2009, Amendment No. 5 filed on December 4, 2012, Amendment No. 6 filed on December 31, 2012,  Amendment No. 7 filed on March 21, 2013, Amendment No. 8 filed on May 16, 2013, Amendment No. 9 filed on May 30, 2013 and Amendment No. 10 filed on June 13, 2013 (the Original Statement, as amended, the "Statement"), with respect to the common stock, $0.001 par value per share (the “Common Stock”) of EPL Oil & Gas, Inc. (f/k/a/ Energy Partners, Ltd.) (the “Company”). Except to the extent supplemented or amended by the information contained in this Amendment No. 11, the Statement remains in full force and effect.  Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement.

Item 4.
Purpose of Transaction

Item 4 is hereby amended by adding the following sentence to the end of the last paragraph:

Since the date of the Amendment No. 10 to the Statement, an additional 476,377 shares of Common Stock were sold by the Purchasing Entities under the Registration Statement.

On June 1, 2013, Marc McCarthy, an employee of Wexford Capital LP, received one quarter of the annual retainer payable in Common Stock of the Company for his service on the Board of Directors. 690 shares were granted, all of which were assigned to Wexford Capital LP.

On June 18, 2013, Mr. McCarty, resigned from the Board of Directors of the Company.


Item 5.
Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety with the following:

As of July 15, 2013 and since the date of the Amendment No. 10 to the Statement, the Reporting Persons sold an aggregate of 476,377 shares of Common Stock in open market transactions at an average price of $29.89 per share. As a result of the sales, the aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons (on the basis of 39,265,544 shares of Common Stock issued and outstanding as of May 6, 2013, and determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, as reported in the Company’s S-3ASR filed with the Commission on May 10, 2013) are as follows:

Debello Investors LLC
(a)  Amount beneficially owned:
159,265
Percent of class:
0.41%
(b)  Number of shares as to which the person has:
  
(i)   Sole power to vote or to direct the vote:
0
(ii)  Shared power to vote or to direct the vote:
159,265
(iii) Sole power to dispose or to direct the disposition of:
0
(iv)  Shared power to dispose or to direct the disposition of:
159,265
   
Wexford Catalyst Investors LLC
(a)  Amount beneficially owned:
353,490
Percent of class:
0.90%
(b)  Number of shares as to which the person has:
  
(i)   Sole power to vote or to direct the vote:
0
(ii)  Shared power to vote or to direct the vote:
353,490
(iii) Sole power to dispose or to direct the disposition of:
0
(iv)  Shared power to dispose or to direct the disposition of:
353,490
   
Wexford Catalyst Trading Limited
(a)  Amount beneficially owned:
10,376
Percent of class:
0.03%
(b)  Number of shares as to which the person has:
  
(i)   Sole power to vote or to direct the vote:
0
(ii)  Shared power to vote or to direct the vote:
10,376
(iii) Sole power to dispose or to direct the disposition of:
0
(iv)  Shared power to dispose or to direct the disposition of:
10,376
   
Wexford Spectrum Fund, L.P.
(a)  Amount beneficially owned:
812,022
Percent of class:
2.07%
(b)  Number of shares as to which the person has:
  
(i)   Sole power to vote or to direct the vote:
0
(ii)  Shared power to vote or to direct the vote:
812,022
(iii) Sole power to dispose or to direct the disposition of:
0
(iv)  Shared power to dispose or to direct the disposition of:
812,022
   
Spectrum Intermediate Fund Limited
(a)  Amount beneficially owned:
797,170
Percent of class:
2.03%
(b)  Number of shares as to which the person has:
  
(i)   Sole power to vote or to direct the vote:
0
(ii)  Shared power to vote or to direct the vote:
797,170
(iii) Sole power to dispose or to direct the disposition of:
0
(iv)  Shared power to dispose or to direct the disposition of:
797,170
   
Wexford Capital LP
(a)  Amount beneficially owned:
2,174,961
Percent of class:
5.54%
(b)  Number of shares as to which the person has:
  
(i)   Sole power to vote or to direct the vote:
0
(ii)  Shared power to vote or to direct the vote:
2,174,961
(iii) Sole power to dispose or to direct the disposition of:
0
(iv)  Shared power to dispose or to direct the disposition of:
2,174,961
   
Wexford GP LLC
(a)  Amount beneficially owned:
2,174,961
Percent of class:
5.54%
(b)  Number of shares as to which the person has:
  
(i)   Sole power to vote or to direct the vote:
0
(ii)  Shared power to vote or to direct the vote:
2,174,961
(iii) Sole power to dispose or to direct the disposition of:
0
(iv)  Shared power to dispose or to direct the disposition of:
2,174,961
   
Charles E. Davidson
(a)  Amount beneficially owned:
2,174,961
Percent of class:
5.54%
(b)  Number of shares as to which the person has:
  
(i)   Sole power to vote or to direct the vote:
0
(ii)  Shared power to vote or to direct the vote:
2,174,961
(iii) Sole power to dispose or to direct the disposition of:
0
(iv)  Shared power to dispose or to direct the disposition of:
2,174,961
   
Joseph M. Jacobs
(a)  Amount beneficially owned:
2,174,961
Percent of class:
5.54%
(b)  Number of shares as to which the person has:
  
(i)   Sole power to vote or to direct the vote:
0
(ii)  Shared power to vote or to direct the vote:
2,174,961
(iii) Sole power to dispose or to direct the disposition of:
0
(iv)  Shared power to dispose or to direct the disposition of:
2,174,961

Wexford Capital may, by reason of its status as managing member, investment manager or sub advisor of the Purchasing Entities, be deemed to own beneficially the shares of Common Stock of which the Purchasing Entities possess beneficial ownership. Wexford GP may, as the General Partner of Wexford Capital, be deemed to own beneficially the shares of Common Stock of which the Purchasing Entities possess beneficial ownership. Each of Messrs. Davidson and Jacobs may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the shares of Common Stock of which the Purchasing Entities possess beneficial ownership. Each of Messrs. Davidson and Jacobs, Wexford GP and Wexford Capital shares the power to vote and to dispose of the shares of Common Stock beneficially owned by the Purchasing Entities.  Each of Wexford Capital, Wexford GP and Messrs. Davidson and Jacobs disclaims beneficial ownership of the shares of Common Stock owned by the Purchasing Entities and this report shall not be deemed as an admission that they are the beneficial owner of such securities except, in the case of Messrs. Davidson and Jacobs, to the extent of their respective personal ownership interests in any of the Purchasing Entities.

Except as set forth above and as reported in Amendment No.8, Amendment No.9 and Amendment No.10, the Reporting Persons have not effected any transactions in the Common Stock during the 60 days preceding the date of this Amendment No. 11 to the Schedule 13D.


* * * *



 
 
    

 
 
 

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated July 15, 2013
 
DEBELLO INVESTORS LLC
     
 
By:
/s/ Arthur H. Amron
 
Name:
Arthur H. Amron
 
Title:
Vice President and Assistant Secretary
     
 
WEXFORD CATALYST INVESTORS LLC
     
 
By:
/s/ Arthur H. Amron
 
Name:
Arthur H. Amron
 
Title:
Vice President and Assistant Secretary
     
 
WEXFORD CATALYST TRADING LIMITED
     
 
By:
/s/ Arthur H. Amron
 
Name:
Arthur H. Amron
 
Title:
Vice President and Assistant Secretary
     
 
WEXFORD SPECTRUM FUND, L.P.
 
By: Wexford Spectrum Advisors, L.P., its GP
 
By: Wexford Spectrum Advisors GP LLC, its GP
     
 
By:
/s/ Arthur H. Amron
 
Name:
Arthur H. Amron
 
Title:
Vice President and Assistant Secretary
     
 
SPECTRUM INTERMEDIATE FUND LIMITED
     
 
By:
/s/ Arthur H. Amron
 
Name:
Arthur H. Amron
 
Title:
Vice President and Assistant Secretary
     
 
WEXFORD CAPITAL LP
 
By :
Wexford GP LLC, its general partner
 
By:
/s/ Arthur H. Amron
 
Name:
Arthur H. Amron
 
Title:
Vice President and Assistant Secretary
     
     
 
WEXFORD GP LLC
     
 
By:
/s/ Arthur H. Amron
 
Name:
Arthur H. Amron
 
Title:
Vice President and Assistant Secretary
     
     
 
/s/ Charles E. Davidson
 
CHARLES E. DAVIDSON
     
     
 
/s/ Joseph M. Jacobs
 
JOSEPH M. JACOBS