SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

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. Issuer Name and Ticker or Trading Symbol BREEZE-EASTERN CORP [ BZC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 03/31/2015
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	12/22/2014		P4	600	A	$9.95	1,228,658	I	See Footnote(1)(2)
Common Stock	12/31/2014		P4	4,900	A	$10.05	1,228,658	I	See Footnote(1)(2)
Common Stock	01/20/2015		P4	2,500	A	$10	1,228,658	I	See Footnote(1)(2)
Common Stock	01/21/2015		P4	1,100	A	$9.95	1,228,658	I	See Footnote(1)(2)
Common Stock	01/28/2015		P4	5,900	A	$9.71	1,228,658	I	See Footnote(1)(2)
Common Stock	01/28/2015		P4	5,500	A	$9.66	1,228,658	I	See Footnote(1)(2)
Common Stock	02/04/2015		P4	900	A	$9.77	1,228,658	I	See Footnote(1)(2)
Common Stock	03/13/2015		P4	1,000	A	$10	1,228,658	I	See Footnote(1)(2)
Common Stock	03/22/2015		P4	700	A	$10.05	1,228,658	I	See Footnote(1)(2)
Common Stock	03/24/2015		P4	200	A	$10.05	1,228,658	I	See Footnote(1)(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	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) C/O VN CAPITAL MANAGEMENT, LLC 1133 BROADWAY, SUITE 1609 (Street) NEW YORK 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) C/O VN CAPITAL MANAGEMENT, LLC 1133 BROADWAY, SUITE 1609 (Street) NEW YORK 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) C/O VN CAPITAL MANAGEMENT, LLC 1133 BROADWAY, SUITE 1609 (Street) NEW YORK 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 5 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"). Mr. Noone and Mr. Vanasek are the principals and general partners of VN Capital Management, LLC.

2. 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	04/17/2015
	/s/ James T. Vanasek for Joinville Capital Management	04/17/2015
	/s/ James T. Vanasek for VN Capital Management LLC, on behalf of VN Capital Fund I, LP	04/17/2015
	/s/ Patrick Donnell Noone	04/17/2015
	/s/ James T. Vanasek	04/17/2015
	** 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 4 (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.