SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* VN CAPITAL MANAGEMENT, LLC (Last) (First) (Middle) 1133 BROADWAY SUITE 1609 (Street) NEW YORK NY 10010 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/14/2013	3. Issuer Name and Ticker or Trading Symbol BREEZE-EASTERN CORP [ BZC ]
		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 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 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	968,390	I	See Footnote (1)

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: 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

1. Name and Address of Reporting Person* VN CAPITAL MANAGEMENT, LLC (Last) (First) (Middle) 1133 BROADWAY SUITE 1609 (Street) NEW YORK NY 10010 (City) (State) (Zip)

1. Name and Address of Reporting Person* JOINVILLE CAPITAL MANAGEMENT, LLC (Last) (First) (Middle) 1133 BROADWAY SUITE 1609 (Street) NEW YORK NY 10010 (City) (State) (Zip)

1. Name and Address of Reporting Person* NOONE PATRICK DONNELL (Last) (First) (Middle) 1133 BROADWAY SUITE 1609 (Street) NEW YORK NY 10010 (City) (State) (Zip)

1. Name and Address of Reporting Person* Vanasek James Thomas (Last) (First) (Middle) 1133 BROADWAY SUITE 1609 (Street) NEW YORK NY 10010 (City) (State) (Zip)

Explanation of Responses:

1. VN Capital Management, LLC and Joinville Capital Management, LLC are the General Partners for the VN Capital Fund I, LP (the "Fund") which holds 790,661 shares of Common Stock. In addition, pursuant to a management agreement, VN Capital Management, LLC acts as the investment manager for PVF-JD, LP a Delaware limited partnership, (the "PVF Partnership") and as a result is deemed to beneficially own the 177,729 shares of Common Stock held by the PVF Partnership. Mr Noone and Mr. Vanasek are the Principals and General Partners of VN Capital Management, LLC.

Remarks:

	/s/ James T. Vanasek for VN Capital Management LLC	01/24/2013
	/s/ James T. Vanasek for Joinville Capital Management	01/24/2013
	/s/ Patrick Donnell Noone	01/24/2013
	/s/ James T. Vanasek	01/24/2013
	** 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 5 (b)(v).
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