SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CARLSON CAPITAL L P

(Last) (First) (Middle)
2100 MCKINNEY AVE
STE 1800

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EPL OIL & GAS, INC. [ EPL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
03/08/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share ("Common Stock") 03/08/2013 S 82,398 D $27.7519 3,338,275 I See Footnote(1)(2)
Common Stock 03/08/2013 S 4,792 D $27.8843 3,333,483 I See Footnote(1)(2)
Common Stock 03/11/2013 S 140,000 D $28.2328 3,193,483 I See Footnote(1)(2)
Common Stock 03/12/2013 S 84,749 D $27.9056 3,108,734 I See Footnote(1)(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
CARLSON CAPITAL L P

(Last) (First) (Middle)
2100 MCKINNEY AVE
STE 1800

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Black Diamond Offshore Ltd.

(Last) (First) (Middle)
2100 MCKINNEY AVE
SUITE 1800

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Double Black Diamond Offshore Ltd

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
SUITE 1800

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
DOUBLE BLACK DIAMOND L P

(Last) (First) (Middle)
2100 MCKINNEY AVENUE, SUITE 1800

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
DOUBLE BLACK DIAMOND INTERMEDIATE LTD.

(Last) (First) (Middle)
C/O CARLSON CAPITAL, L.P.
2100 MCKINNEY AVENUE, SUITE 1800

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Asgard Investment Corp. II

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
SUITE 1800

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Asgard Investment Corp.

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
SUITE 1800

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Carlson Clint Duane

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
SUITE 1800

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
Explanation of Responses:
1. The shares of common stock of EPL Oil & Gas, Inc. reported herein are directly beneficially owned by Double Black Diamond Offshore Ltd., Black Diamond Offshore Ltd., Double Black Diamond, L.P. and Double Black Diamond Intermediate Ltd. (together, the "Funds"). Carlson Capital, L.P. ("Carlson Capital") is the investment manager of the Funds. Asgard Investment Corp. II ("Asgard II") is the general partner of Carlson Capital. Asgard Investment Corp. ("Asgard ") is the sole shareholder of Asgard II. Clint D. Carlson is the President of Asgard II, Asgard, and Carlson Capital. Shares are currently held by the Reporting Persons and are no longer held by one of the previous Reporting Persons or managed account.
2. The Reporting Persons disclaim beneficial ownership of any and all such shares in excess of their pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission that any such person or entity is the beneficial owner of or has a pecuniary interest in any such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or any other purpose. Steven J. Pully ("Mr. Pully") is an employee of Carlson Capital and sits on the Issuer's Board of Directors. Mr. Pully submits his Section 16 filings independent of Carlson Capital. Carlson Capital disclaims beneficial ownership of any and all securities beneficially owned by Mr. Pully.
Remarks:
The Reporting Persons are electing to file this report to cover any possibility that the Reporting Persons may have been deemed to be directors by deputization at the time of the reported transactions by virtue of the fact that Mr. Pully, an employee of one of the Reporting Persons, served on the Board of Directors of the Issuer at the time of the reported transactions.
Carlson Capital, L.P., By: /s/ Clint D. Carlson, President 03/12/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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