SEC FORM 3

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^*

William Amelio J.

(Last)

(First)

(Middle)

C/O CHC GROUP LTD.

190 ELGIN AVENUE, GEORGE TOWN

(Street)

GRAND CAYMAN

KY1-9005

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/16/2014

3. Issuer Name and Ticker or Trading Symbol
CHC Group Ltd. [ HELI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Ordinary Shares	96,974	D
Ordinary Shares	300,587	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Ordinary Shares	⁽²⁾	⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	⁽²⁾	⁽³⁾	D
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Ordinary Shares	⁽⁵⁾	⁽³⁾	D
Stock Option (right to buy)	⁽⁶⁾	01/15/2024	Ordinary Shares	⁽²⁾	$10	D
Stock Option (right to buy)	⁽⁶⁾	01/15/2024	Ordinary Shares	⁽⁷⁾	$10	D

Explanation of Responses:

1. The restricted stock units vest in three equal annual installments following January 16, 2014, with the first annual installment to vest on January 16, 2015. Vested shares will be delivered to the reporting person upon or following completion of the vesting.

2. The number of shares is derived by dividing $1,250,000 by the per share "fair value" that will be used for reporting the compensation expense associated with the grant under applicable accounting guidance, which "fair value" will be based in part on the per share price to public in the company's initial public offering.

3. Each restricted stock unit represents a contingent right to receive one Ordinary Share of the Issuer.

4. The restricted stock units vest on the third anniversary of January 16, 2014 based on the achievement of certain performance milestones. Vested shares will be delivered to the reporting person upon or following completion of the vesting.

5. The number of shares is derived by dividing $1,198,240 by the per share "fair value" that will be used for reporting the compensation expense associated with the grant under applicable accounting guidance, which "fair value" will be based in part on the per share price to public in the company's initial public offering.

6. The option will vest in three equal annual installments following January 16, 2014, with the first annual installment to vest on January 16, 2015.

7. The number of shares is derived by dividing $2,396,480 by the per share "fair value" that will be used for reporting the compensation expense associated with the grant under applicable accounting guidance, which "fair value" will be based in part on the per share price to public in the company's initial public offering.

	/s/ Louis Lehot, by power of attorney	01/16/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.