SEC FORM 3/A

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^*

Hooper Joan S

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
01/17/2014

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)

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	5,461⁽²⁾	⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	33,333⁽²⁾	⁽³⁾	D
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Ordinary Shares	33,333⁽²⁾	⁽³⁾	D
Stock Option (right to buy)	⁽⁵⁾	01/15/2024	Ordinary Shares	26,845⁽²⁾	$10	D
Stock Option (right to buy)	⁽⁵⁾	01/15/2024	Ordinary Shares	80,710⁽²⁾	$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. These shares were omitted from the reporting person's original Form 3 because the per share "fair value" of the award was not determined at the time the original Form 3 was filed.

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

	/s/ Louis Lehot, by power of attorney	07/11/2014
	** 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.