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* First Reserve GP XII Ltd (Last) (First) (Middle) C/O FIRST RESERVE, ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (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 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	46,519,484	I	See Footnotes(1)(2)(3)(4)

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* First Reserve GP XII Ltd (Last) (First) (Middle) C/O FIRST RESERVE, ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* 6922767 Holding (Cayman) Inc. (Last) (First) (Middle) C/O FIRST RESERVE, ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Horizon Alpha Ltd (Last) (First) (Middle) C/O FIRST RESERVE, ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FR XII A PARALLEL VEHICLE LP (Last) (First) (Middle) C/O FIRST RESERVE, ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FIRST RESERVE FUND XII LP (Last) (First) (Middle) C/O FIRST RESERVE, ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FR Horizon AIV, L.P. (Last) (First) (Middle) C/O FIRST RESERVE, ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* First Reserve GP XII, LP (Last) (First) (Middle) C/O FIRST RESERVE, ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FR Horizon GP, L.P. (Last) (First) (Middle) C/O FIRST RESERVE, ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FR Horizon GP Ltd (Last) (First) (Middle) C/O FIRST RESERVE, ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MACAULAY WILLIAM E (Last) (First) (Middle) C/O FIRST RESERVE, ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are held directly by 6922767 Holding (Cayman) Inc. ("CHC Cayman").

2. Horizon Alpha Limited ("Horizon Alpha"), FR XI Horizon Co-Investment I, L.P. ("FR XI Horizon Co-Investment I") and FR XI Horizon Co-Investment II, L.P. ("FR XI Horizon Co-Investment II") are the controlling shareholders of CHC Cayman. FR XII-A Parallel Vehicle, L.P. ("FR XII-A Parallel"), First Reserve Fund XII, L.P. ("First Reserve Fund XII") and FR Horizon AIV, L.P. ("FR Horizon AIV") are the controlling shareholders of Horizon Alpha. First Reserve GP XII, L.P. ("First Reserve GP XII") is the general partner of each of FR XII-A Parallel and First Reserve Fund XII. First Reserve GP XII Limited is the general partner of First Reserve GP XII. FR Horizon GP, L.P. is the general partner of FR Horizon AIV. FR Horizon GP Limited is the general partner of FR Horizon GP, L.P.

3. FR XI Offshore GP Limited is the general partner of each of FR XI Horizon Co-Investment I and FR XI Horizon Co-Investment II. William E. Macaulay is a director of each of First Reserve GP XII Limited, FR Horizon GP Limited and FR XI Offshore GP Limited and has the right to appoint a majority of the directors of the board of each such entity.

4. Except for CHC Cayman, which holds the securities reported herein directly, each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and the filing of this statement by the Reporting Persons shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any of the Reporting Persons is the beneficial owner of the securities reported herein other than the securities held directly by such Reporting Person.

Remarks:

Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, FR XI Horizon Co-Investment I, FR XI Horizon Co-Investment II and FR XI Offshore GP Limited have filed a separate Form 3. Exhibit List: Exhibit 24 - Power of Attorney.

	/s/ Dod E. Wales, Director of 6922767 Holding (Cayman) Inc.	01/16/2014
	/s/ Dod E. Wales, Director of Horizon Alpha Limited	01/16/2014
	/s/ Dod E. Wales, Director of First Reserve GP XII Limited, the General Partner of First Reserve GP XII, L.P., the General Partner of FR XII-A Parallel Vehicle, L.P.	01/16/2014
	/s/ Dod E. Wales, Director of FR Horizon GP Limited, the General Partner of FR Horizon GP, L.P., the General Partner of FR Horizon AIV, L.P.	01/16/2014
	/s/ Dod E. Wales, Director of First Reserve GP XII Limited, the General Partner of First Reserve GP XII, L.P., the General Partner of First Reserve Fund XII, L.P.	01/16/2014
	/s/ Dod E. Wales, Director of First Reserve GP XII Limited, the General Partner of First Reserve GP XII, L.P.	01/16/2014
	/s/ Dod E. Wales, Director of First Reserve GP XII Limited	01/16/2014
	/s/ Dod E. Wales, Director of FR Horizon GP Limited, the General Partner of FR Horizon GP, L.P.	01/16/2014
	/s/ Dod E. Wales, Director of FR Horizon GP Limited	01/16/2014
	/s/ Anne E. Gold, as attorney-in-fact for William E. Macaulay	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).
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