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) 10/02/2014	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	1,206,968	I	See Footnotes(1)(2)(3)

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) 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* JOINVILLE CAPITAL MANAGEMENT, LLC (Last) (First) (Middle) 1133 BROADWAY SUITE 1609 (Street) NEW YORK NY 10010 (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* VN Capital Fund I, LP (Last) (First) (Middle) C/O VN CAPITAL MANAGEMENT, LLC 1133 BROADWAY, SUITE 1609 (Street) NEW YORK NY 10010 (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* NOONE PATRICK DONNELL (Last) (First) (Middle) 1133 BROADWAY SUITE 1609 (Street) NEW YORK NY 10010 (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* Vanasek James Thomas (Last) (First) (Middle) 1133 BROADWAY SUITE 1609 (Street) NEW YORK NY 10010 (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. This Form 3 is being filed by VN Capital Management, LLC, Joinville Capital Management, LLC (together with VN Capital Management, LLC, the "General Partners"), VN Capital Fund I, LP (the "Fund"), Patrick Donnell Noone ("Noone") and James Thomas Vanasek ("Vanasek" and, collectively with the General Partners, the Fund and Noone, the "Reporting Persons"). The General Partners, Noone and Vanasek were previously Form 3 and Form 4 filers with respect to the Common Stock of the Issuer. The General Partners serve as the general partners of the Fund, which, prior to September 30, 2014, held 874,553 shares of Common Stock of the Issuer. Mr. Noone and Mr. Vanasek are the principals and general partners of VN Capital Management, LLC.

2. Pursuant to an investment management agreement, VN Capital Management, LLC previously acted as the investment manager for PVF-JD, a Delaware limited partnership (the "PVF Partnership"). On September 30, 2014, this investment management agreement ended according to its terms and, as a result, VN Capital Management, LLC was no longer deemed as of September 30, 2014 to beneficially own the 331,415 shares of Common Stock held by the PVF Partnership. On October 2, 2014, the Fund purchased 331,415 shares of Common Stock of the Issuer from the PVF Partnership.

3. This amount reflects the amount of securities held by the Fund immediately following the transaction requiring the filing of this statement. In accordance with Instruction 5(b)(iv) of Form 3, the entire amount of the Issuer's securities held by Fund is reported herein. Each of the Reporting Persons disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

Remarks:

	/s/ James T. Vanasek for VN Capital Management LLC	10/07/2014
	/s/ James T. Vanasek for Joinville Capital Management	10/07/2014
	/s/ James T. Vanasek for VN Capital Management LLC, on behalf of VN Capital Fund I, LP	10/07/2014
	/s/ Patrick Donnell Noone	10/07/2014
	/s/ James T. Vanasek	10/07/2014
	** 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).
** 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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