| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BREEZE-EASTERN CORP [ BZC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/11/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 $.001 per share(1)(2)(3) | 06/11/2007 | P | 60,000 | A | $12.05 | 1,711,033 | D(4) | |||
| Common Stock, par value $.001 per share(1)(2)(3) | 06/11/2007 | P | 82,800 | A | $12.05 | 1,711,033 | I | See Footnotes(5)(6)(7) | ||
| Common Stock, par value $.001 per share(1)(2)(3) | 06/11/2007 | P | 95,000 | A | $12.05 | 1,711,033 | I | See Footnotes(5)(6)(7) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. As described in the Statement of Beneficial Ownership on Schedule 13D filed with the Securities and Exchange Commission by Wynnefield Partners Small Cap Value L.P. (the "Reporting Person"), among others, on April 2, 2007 and as further amended by Amendment No. 1 filed on April 24, 2007 and by Amendment No. 2 filed on May 16, 2007 (collectively, the "Schedule 13D"), with respect to shares of the common stock, $0.01 par value per share ("Common Stock") of Breeze-Eastern Corporation (the "Issuer"). The Reporting Person and Goldsmith & Harris Incorporated ("Goldsmith & Harris") on their behalf and on behalf of their respective affiliates, entered into an agreement as of April 2, 2007 and as further amended by Amendment No. 1 dated May 16, 2007 (the "Agreement"), which agreement is more fully described in the Schedule 13D. Goldsmith & Harris together with their affiliates are referred to herein as the "Non-Affiliated Entities". |
| 2. By reason of the execution of the Agreement, the Reporting Person and the Non-Affiliated Entities may be deemed to be members of a group ("Group") within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended, with regard to their respective interests in equity securities of the Issuer. None of the members of the Group purchased any additional securities of the Issuer in connection with the Agreement. As more fully reported on the Schedule 13D filed by the Group, the Group collectively beneficially owns greater than 10% of the Issuer's Common Stock. |
| 3. The amount of the Issuer's securities held by the Reporting Person as reported herein does not include the holdings of any of the Non-Affiliated Entities. The Reporting Persons disclaims any pecuniary interest in the Issuer's securities beneficially owned by the Non-Affiliated Entities. The Non-Affiliated Entities disclaim any pecuniary interest in the shares of Common Stock beneficially owned by the Reporting Person. |
| 4. As of June 11, 2007, the Reporting Person directly beneficially owns 431,933 shares of Common Stock. Wynnefield Capital Management, LLC ("WCM"), as the sole general partner of the Reporting Person, has an indirect beneficial ownership interest in the shares of Common Stock that the Reporting Person directly beneficially owns. |
| 5. As of June 11, 2007, of the total number of shares of Common Stock reported herein as beneficially owned, the Reporting Person has an indirect beneficial ownership interest in 596,445 shares of Common Stock, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. I, as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Wynnefield Partners Small Cap Value, L.P. I, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. WCM, as the sole general partner of Wynnefield Partners Small Cap Value, L.P. I, has an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Partners Small Cap Value, L.P. I directly beneficially owns. |
| 6. As of June 11, 2007, of the total number of shares of Common Stock reported herein as beneficially owned, the Reporting Person has an indirect beneficial ownership interest in 644,255 shares of Common Stock, which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd., as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Wynnefield Small Cap Value Offshore Fund, Ltd., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Wynnefield Capital, Inc. as the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd., has an indirect beneficial ownership interest in the shares of Common Stock that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns. |
| 7. As of June 11, 2007, the Reporting Person has an indirect beneficial ownership interest in 38,400 shares of Common Stock, which are directly beneficially owned by Channel Partnership II, L.P., as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended. Although Channel Partnership II, L.P. did not acquire any securities of the Issuer as of the reporting date, it maintains offices at the same address as the Reporting Person, and is filing this Form jointly with the Reporting Person. Nelson Obus, as the sole general partner of Channel Partnership II, L.P., has an indirect beneficial ownership interest in the shares of Common Stock that Channel Partnership II, L.P. directly beneficially owns. |
| WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. By: Wynnefield Capital, Inc. By: /s/ Nelson Obus, Nelson Obus, President | 06/13/2007 | |
| WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. By: Wynnefield Capital Management, LLC General Partner By: /s/ Nelson Obus, Nelson Obus, Managing Member | 06/13/2007 | |
| WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I By: Wynnefield Capital Management, LLC General Partner By: /s/ Nelson Obus, Nelson Obus, Managing Member | 06/13/2007 | |
| WYNNEFIELD CAPITAL MANAGEMENT, LLC By: Nelson Obus, Nelson Obus, Managing Member | 06/13/2007 | |
| WYNNEFIELD CAPITAL, INC. By: /s/ Nelson Obus, Nelson Obus, President | 06/13/2007 | |
| Channel Partnership II, L.P. By: /s/ Nelson Obus, Nelson Obus, General Partner | 06/13/2007 | |
| ** 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. | ||