X0202 4 2007-06-05 0 0000099359 BREEZE-EASTERN CORP BZC 0001137978 SHOCKLEY WILLIAM M TINICUM INCORPORATED, 800 THIRD AVENUE, 40TH FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock, par value $0.01 per share 2007-06-05 4 P 0 200 12.10 A 1723694 I See footnote 1, footnote 2 and footnote 3 Common Stock, par value $0.01 per share 2007-06-05 4 P 0 300 12.20 A 1723994 I See footnote 1, footnote 2 and footnote 3 Common Stock, par value $0.01 per share 2007-06-05 4 P 0 200 12.20 A 1724194 I See footnote 1, footnote 2 and footnote 3 Common Stock, par value $0.01 per share 2007-06-05 4 P 0 738300 12.25 A 2462494 I See footnote 1, footnote 2 and footnote 3 Common Stock, par value $0.01 per share 2007-06-08 4 P 0 2100 11.72 A 2464594 I See footnote 4 and footnote 5 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 and footnote 3) (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 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. (continued on footnote 3) (continued from footnote 1 and footnote 2) Mr. Shockley is a member of the general partner, Tinicum Lantern II, L.L.C., of TCP and TCPP, and as such, may have an indirect interest in the shares of Common Stock owned by TCP and TCPP, as reported in Amendment No. 2 to Schedule 13D, filed with the Securities and Exchange Commission ("SEC") on June 5, 2007 and reflected herein. Mr. Shockley has direct beneficial ownership of 2,575 shares of Common Stock as reported on Form 4, filed with the SEC on July 21, 2006. Pursuant to Rule 16a-1(4) of the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Shockley states that this filing shall not be deemed an admission that he is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of the shares of Common Stock owned by TCP or TCPP. 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. (continued on footnote 5) (continued from footnote 4) Mr. Shockley is a member of the general partner, Tinicum Lantern II, L.L.C., of TCP and TCPP, and as such, may have an indirect interest in the shares of Common Stock owned by TCP and TCPP, as reported in Amendment No. 3 to Schedule 13D, filed with the SEC on June 14, 2007 and reflected herein. Mr. Shockley has direct beneficial ownership of 2,575 shares of Common Stock as reported on Form 4, filed with the SEC on July 21, 2006. Pursuant to Rule 16a-1(4) of the Act, Mr. Shockley states that this filing shall not be deemed an admission that he is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of the shares of Common Stock owned by TCP or TCPP. /s/ William Shockley 2007-08-15