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*
Q&U Investments, LLC

(Last) (First) (Middle)
60 EAST 42ND STREET, SUITE 1400

(Street)
NEW YORK NY 10165

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Erickson Air-Crane Inc [ EAC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/23/2012
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 05/23/2012 J 1,050,000 D $8 952,845 I See footnote(1)(2)
Common Stock 05/23/2012 J 735,000 D $8 666,991 I See footnote(1)
Common Stock 05/23/2012 J 735,000 D $8 666,991 D(3)
Common Stock 05/23/2012 J 315,000 D $8 285,854 I See Footnote(2)
Common Stock 05/23/2012 J 315,000 D $8 285,854 D(4)
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*
Q&U Investments, LLC

(Last) (First) (Middle)
60 EAST 42ND STREET, SUITE 1400

(Street)
NEW YORK NY 10165

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ZM Private Equity Fund I GP, LLC

(Last) (First) (Middle)
60 EAST 42ND STREET, SUITE 1400

(Street)
NEW YORK NY 10165

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ZM PRIVATE EQUITY FUND I LP

(Last) (First) (Middle)
745 FIFTH AVE

(Street)
NEW YORK NY 10151

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ZM Private Equity Fund II GP, LLC

(Last) (First) (Middle)
60 EAST 42ND STREET, SUITE 1400

(Street)
NEW YORK NY 10165

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ZM PRIVATE EQUITY FUND II LP

(Last) (First) (Middle)
745 FIFTH AVENUE
18TH FLOOR

(Street)
NEW YORK NY 10151

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 735,000 shares transferred in an inter-affiliate transfer of shares from ZM Private Equity Fund I, L.P. ("ZM PE Fund I LP") to ZM EAC LLC. ZM Private Equity Fund I GP, LLC ("ZM PE Fund I GP"), the general partner of ZM PE Fund I LP, may be deemed to share voting and dispositive power with respect to the shares held by ZM PE Fund I LP. Q&U Investments, LLC, the managing member of ZM PE Fund I GP, may be deemed to share voting and dispositive power with respect to the shares held by ZM PE Fund I LP. Each of these entities disclaims any beneficial ownership of the securities held by ZM PE Fund I LP except to the extent of any pecuniary interest therein.
2. 315,000 shares transferred in an inter-affiliate transfer of shares from ZM Private Equity Fund II, L.P. ("ZM PE Fund II LP") to ZM EAC LLC. ZM Private Equity Fund II GP, LLC ("ZM PE Fund II GP"), the general partner of ZM PE Fund II LP, may be deemed to share voting and dispositive power with respect to the shares held by ZM PE Fund II LP. Q&U Investments, LLC, the managing member of ZM PE Fund II GP, may be deemed to share voting and dispositive power with respect to the shares held by ZM PE Fund II LP. Each of these entities disclaims any beneficial ownership of the securities held by ZM PE Fund II LP except to the extent of any pecuniary interest therein.
3. 735,000 shares transferred in an inter-affiliate transfer of shares from ZM PE Fund I LP to ZM EAC LLC.
4. 315,000 shares transferred in an inter-affiliate transfer of shares from ZM PE Fund II LP to ZM EAC LLC.
/s/ Edward Rizutti, by Power of Attorney for Quinn Morgan, the Managing Member of Q&U Investments, LLC 05/23/2012
/s/ Edward Rizutti, by Power of Attorney for Quinn Morgan, the Managing Member of Q&U Investments, LLC, the Managing Member of ZM Private Equity Fund I GP, LLC 05/23/2012
/s/ Edward Rizutti, by Power of Attorney for Quinn Morgan, the Managing Member of Q&U Investments, LLC, the Managing Member of ZM Private Equity Fund I GP, LLC, the General Partner of ZM Private Equity Fund I, L.P. 05/23/2012
/s/ Edward Rizutti, by Power of Attorney for Quinn Morgan, the Managing Member of Q&U Investments, LLC, the Managing Member of ZM Private Equity Fund II GP, LLC 05/23/2012
/s/ Edward Rizutti, by Power of Attorney for Quinn Morgan, the Managing Member of Q&U Investments, LLC, the Managing Member of ZM Private Equity Fund II GP, LLC, the General Partner of ZM Private Equity Fund II, L.P. 05/23/2012
** 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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