SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* TINICUM CAPITAL PARTNERS II LP (Last) (First) (Middle) 800 THIRD AVENUE, 40TH FLOOR (Street) NEW YORK NY 10022 (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. Date of Earliest Transaction (Month/Day/Year) 06/05/2007
	4. 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 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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	06/05/2007		P		199	A	$12.1	1,721,118(1)(2)(3)	D
Common Stock, par value $0.01 per share	06/05/2007		P		298	A	$12.2	1,721,416(1)(2)(3)	D
Common Stock, par value $0.01 per share	06/05/2007		P		199	A	$12.2	1,721,615(1)(2)(3)	D
Common Stock, par value $0.01 per share	06/05/2007		P		734,480	A	$12.25	2,456,095(1)(2)(3)	D
Common Stock, par value $0.01 per share	06/08/2007		P		2,089	A	$11.72	2,458,184(3)(4)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On June 5, 2007, Tinicum Capital Partners II, L.P. ("TCP") and Tinicum Capital Partners II Parallel Fund, L.P. ("TCPP"), after having discussions with a significant shareholder of Breeze-Eastern Corporation (the "Company"), and such shareholder had indicated to TCP and TCPP that such shareholder would be prepared to sell a significant block of shares of Common Stock at a price of $12.25 per share, purchased an aggregate of 739,900 shares of Common Stock on the American Stock Exchange. TCP purchased 199 shares of Common Stock at a purchase price of $12.10 per share, 298 shares of Common Stock at a purchase price of $12.20 per share, 199 shares of Common Stock at a purchase price of $12.20 per share and 734,480 of Common Stock shares at a purchase price of $12.25 per share. (continued on footnote 2)

2. (continued from footnote 1) TCPP purchased 1 share of Common Stock at a purchase price of $12.10 per share, 2 shares of Common Stock at a purchase price of $12.20 per share, 1 share of Common Stock at a purchase price of $12.20 per share and 3,820 shares of Common Stock at a purchase price of $12.25 per share. Prior to the June 5, 2007 purchase, TCP owned 1,720,919 shares of Common Stock (reported as 1,702,919 shares of Common Stock on the Form 3 filed with the SEC on February 27, 2006 as the result of a typographical error) and TCPP owned 9,048 shares of Common Stock. Subsequent to the June 5, 2007 purchase, TCP owned 2,456,095 shares of Common Stock and TCPP owned 12,872 shares of Common Stock.

3. Because TCP and TCPP may be deemed to be under common control, both may be deemed to beneficially own the shares of Common Stock beneficially owned by the other, although TCP and TCPP both disclaim such beneficial ownership. If TCP and TCPP are deemed to beneficially own shares of Common Stock held by the other, TCP and TCPP would own 2,471,067 shares of Common Stock in aggregate. Pursuant to Rule 16a-1(4) of the Securities Exchange Act of 1934, as amended (the "Act"), TCP states that this filing shall not be deemed an admission that TCP is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of the shares of Common Stock owned by TCPP.

4. On June 8, 2007, TCP and TCPP purchased an aggregate of 2,100 shares of Common Stock on the American Stock Exchange. TCP purchased 2,089 shares of Common Stock at a purchase price of $11.72 per share and TCPP purchased 11 share of Common Stock at a purchase price of $11.72 per share. Prior to the June 8, 2007 purchase, TCP owned 2,456,095 shares of Common Stock and TCPP owned 12,872 shares of Common Stock. Subsequent to the June 8, 2007 purchase, TCP owns 2,458,184 shares of Common Stock and TCPP owns 12,883 shares of Common Stock.

Remarks:

	TINICUM CAPITAL PARTNERS II, L.P. By: TINICUM LANTERN II, L.L.C. /s/ Eric Ruttenberg, as Co-Managing Member	08/15/2007
	** Signature of Reporting Person	Date
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* 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).
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