0001209191-11-034693.txt : 20110615 0001209191-11-034693.hdr.sgml : 20110615 20110615090525 ACCESSION NUMBER: 0001209191-11-034693 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110614 FILED AS OF DATE: 20110615 DATE AS OF CHANGE: 20110615 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BREEZE-EASTERN CORP CENTRAL INDEX KEY: 0000099359 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 954062211 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 35 MELANIE LANE CITY: WHIPPANY STATE: NJ ZIP: 07981 BUSINESS PHONE: 973 602 1001 MAIL ADDRESS: STREET 1: 35 MELANIE LANE CITY: WHIPPANY STATE: NJ ZIP: 07981 FORMER COMPANY: FORMER CONFORMED NAME: TRANSTECHNOLOGY CORP. DATE OF NAME CHANGE: 20061006 FORMER COMPANY: FORMER CONFORMED NAME: BREEZE-EASTERN CORP DATE OF NAME CHANGE: 20061005 FORMER COMPANY: FORMER CONFORMED NAME: TRANSTECHNOLOGY CORP DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TINICUM CAPITAL PARTNERS II, L.P. CENTRAL INDEX KEY: 0001285997 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07872 FILM NUMBER: 11912023 BUSINESS ADDRESS: STREET 1: 800 THIRD AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-735-2116 MAIL ADDRESS: STREET 1: 800 THIRD AVENUE STREET 2: 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: TINICUM CAPITAL PARTNERS II LP DATE OF NAME CHANGE: 20040402 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2011-06-14 0 0000099359 BREEZE-EASTERN CORP BZC 0001285997 TINICUM CAPITAL PARTNERS II, L.P. 800 THIRD AVENUE, 40TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, par value $0.01 per share 2011-06-14 4 P 0 791706 8.62 A 3303373 D On June 14, 2011, Tinicum Capital Partners II, L.P. ("TCP") and Tinicum Capital Partners II Parallel Fund, L.P. ("TCPP") purchased an aggregate of 791,706 shares of Common Stock in a privately negotiated transaction. TCP purchased 787,579 shares of Common Stock at a purchase price of $8.62 per share, including commissions, and TCPP purchased 4,127 shares of Common Stock at a purchase price of $8.62 per share, including commissions. Subsequent to the June 14, 2011 purchase, TCP owned 3,286,153 shares of Common Stock and TCPP owned 17,220 shares of Common Stock. Because TCP and TCPP may be deemed to be under common control, each may be deemed to beneficially own the shares of Common Stock beneficially owned by the other, although TCP and TCPP 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 3,303,373 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 owned by TCPP. Tinicum Lantern II L.L.C. ("Lantern"), a Delaware limited liability company, is the general partner of each of TCP and TCPP. Terence M. O'Toole and Eric M. Ruttenberg are each co-managing members of Lantern and, as a result of such position, may be deemed to beneficially own the Common Stock held by TCP and TCPP. TINICUM CAPITAL PARTNERS II, L.P. BY: TINICUM LANTERN II, L.L.C. /s/ Terence M. O'Toole, as Co-Managing Member 2011-06-15