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

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^*

6922767 Holding (Cayman) Inc.

(Last)

(First)

(Middle)

C/O FIRST RESERVE, ONE LAFAYETTE PLACE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHC Group Ltd. [ HELI ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2014

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)
Common Stock	11/21/2014		J⁽¹⁾		619,130	D	⁽¹⁾	45,900,354	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾

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)

Explanation of Responses:

1. 6922767 Holding (Cayman) Inc. ("CHC Cayman") distributed the securities reported herein to a CHC Cayman shareholder in respect of such shareholder's interest in CHC Cayman.

2. These securities are held directly by CHC Cayman.

3. 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.

4. 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 and FR Horizon GP Limited and has the right to appoint a majority of the directors of the board of each such entity.

5. Except for CHC Cayman, which holds the securities reported herein directly, each of the persons described in footnotes 3 and 4 above disclaims beneficial ownership of the securities reported herein, except to the extent of such person's pecuniary interest therein, and the filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, any of such persons is the beneficial owner of the securities reported herein.

Remarks:

	6922767 HOLDING (CAYMAN) INC., By: /s/ Dod E. Wales, Name: Dod E. Wales, Title: Director	11/25/2014
	** 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 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.