SEC FORM 4

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

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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^*

STEINER ERIC I

(Last)

(First)

(Middle)

C/O THE FAIRCHILD CORPORATION

1750 TYSONS BLVD., SUITE 1400

(Street)

MCLEAN

22102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FAIRCHILD CORP [ FA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
	President and COO		Member of 13(d) group***

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								105,270	D
Class A Common Stock								80,000	I	Held as Trustee of The Steiner Children's Trust
Class A Common Stock								33,008⁽⁷⁾	I	401K Plan
Class A Common Stock	03/04/2007		W		25,000	A	$0	25,000⁽⁹⁾	I	Spouse
Class A Common Stock	06/16/2008		S		5,840	D	$2.21	19,160⁽⁹⁾	I	Spouse
Class A Common Stock	06/16/2008		S		4,160	D	$2.41	15,000⁽⁹⁾	I	Spouse
Class A Common Stock	06/17/2008		S		5,000	D	$2.35	10,000⁽⁹⁾	I	Spouse
Class A Common Stock	06/23/2008		S		9,100	D	$2.2	900⁽⁹⁾	I	Spouse
Class A Common Stock	06/23/2008		S		900	D	$2.36	0⁽⁹⁾	I	Spouse
Class A Common Stock	03/18/2008		J⁽⁸⁾		442,754	A	$0	442,754	I	Bayswater Ventures LP
Class B Common Stock								15,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾							⁽²⁾	⁽³⁾	Class A Common Stock	15,000		15,000	D
DCUs⁽⁴⁾	⁽⁵⁾							02/28/2010⁽⁶⁾	02/28/2010⁽⁶⁾	Cl A Com Stk	25,545		25,545	D
DCUs⁽⁴⁾	⁽⁵⁾							02/28/2010⁽⁶⁾	02/28/2010⁽⁶⁾	Cl A Com Stk	4,027		4,027	D
DCUs⁽⁴⁾	⁽⁵⁾							02/28/2010⁽⁶⁾	02/28/2010⁽⁶⁾	Cl A Com Stk	1,666		1,666	D
DCUs⁽⁴⁾	⁽⁵⁾							02/28/2010⁽⁶⁾	02/28/2010⁽⁶⁾	Cl A Com Stk	11,328		11,328	D
DCUs⁽⁴⁾	⁽⁵⁾							02/28/2010⁽⁶⁾	02/28/2010⁽⁶⁾	Cl A Com Stk	1,260		1,260	D

Explanation of Responses:

1. One share Class A Common for one share Class B Common

2. Immediately exercisable.

3. No expiration date.

4. The Reporting Person elected to defer receipt of shares of common stock issuable upon exercise of his options, resulting in the accrual to his account of a corresponding no. of Deferred Compensation Units ("DCUs").

5. One share Class A Common Stock for 1 Deferred Compensation Unit ("DCU").

6. On 2/28/05, the Reporting Person, subject to the approval of the Issuer's Compensation Committee, revised the Distribution Date of previously reported DCUs to alter the pay-out date from 2/28/05 to 2/28/10.

7. Includes 16,148 routine acquisitions by 401K Plan since last-filed Form 4.

8. By virtue of becoming the sole director of the General Partner of Bayswater Ventures, LP effective March 18, 2008, the Reporting Person is deemed to be the beneficial owner of the Issuer's shares held by Bayswater Ventures, LP.

9. Reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

***The Reporting Person is a member of a 13(d) group owning more than 10%.

	Eric I. Steiner	10/17/2008
	** 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.
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