0001214659-14-006904.txt : 20141007 0001214659-14-006904.hdr.sgml : 20141007 20141007060513 ACCESSION NUMBER: 0001214659-14-006904 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141002 FILED AS OF DATE: 20141007 DATE AS OF CHANGE: 20141007 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: Vanasek James Thomas CENTRAL INDEX KEY: 0001335689 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07872 FILM NUMBER: 141144126 MAIL ADDRESS: STREET 1: C/O VN CAPITAL MANAGEMENT, LLC STREET 2: 198 BROADWAY, SUITE 406 CITY: NEW YORK STATE: NY ZIP: 10038 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NOONE PATRICK DONNELL CENTRAL INDEX KEY: 0001567270 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07872 FILM NUMBER: 141144127 MAIL ADDRESS: STREET 1: 1133 BROADWAY, SUITE 1609 CITY: NEW YORK STATE: NY ZIP: 10010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VN Capital Fund I, LP CENTRAL INDEX KEY: 0001321234 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07872 FILM NUMBER: 141144128 BUSINESS ADDRESS: STREET 1: 198 BRAODWAY, SUITE 406 CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: (212) 393-1140 MAIL ADDRESS: STREET 1: 198 BRAODWAY, SUITE 406 CITY: NEW YORK STATE: NY ZIP: 10038 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOINVILLE CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001567511 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07872 FILM NUMBER: 141144129 BUSINESS ADDRESS: STREET 1: 1133 BROADWAY STREET 2: SUITE 1609 CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-393-1140 MAIL ADDRESS: STREET 1: 1133 BROADWAY STREET 2: SUITE 1609 CITY: NEW YORK STATE: NY ZIP: 10010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VN CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001567697 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-07872 FILM NUMBER: 141144130 BUSINESS ADDRESS: STREET 1: 1133 BROADWAY STREET 2: SUITE 1609 CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-393-1140 MAIL ADDRESS: STREET 1: 1133 BROADWAY STREET 2: SUITE 1609 CITY: NEW YORK STATE: NY ZIP: 10010 3 1 marketforms-26094.xml PRIMARY DOCUMENT X0206 3 2014-10-02 0 0000099359 BREEZE-EASTERN CORP BZC 0001567697 VN CAPITAL MANAGEMENT, LLC 1133 BROADWAY SUITE 1609 NEW YORK NY 10010 false false true false 0001567511 JOINVILLE CAPITAL MANAGEMENT, LLC 1133 BROADWAY SUITE 1609 NEW YORK NY 10010 false false true false 0001321234 VN Capital Fund I, LP C/O VN CAPITAL MANAGEMENT, LLC 1133 BROADWAY, SUITE 1609 NEW YORK NY 10010 false false true false 0001567270 NOONE PATRICK DONNELL 1133 BROADWAY SUITE 1609 NEW YORK NY 10010 false false true false 0001335689 Vanasek James Thomas 1133 BROADWAY SUITE 1609 NEW YORK NY 10010 false false true false Common Stock 1206968 I See Footnotes This Form 3 is being filed by VN Capital Management, LLC, Joinville Capital Management, LLC (together with VN Capital Management, LLC, the "General Partners"), VN Capital Fund I, LP (the "Fund"), Patrick Donnell Noone ("Noone") and James Thomas Vanasek ("Vanasek" and, collectively with the General Partners, the Fund and Noone, the "Reporting Persons"). The General Partners, Noone and Vanasek were previously Form 3 and Form 4 filers with respect to the Common Stock of the Issuer. The General Partners serve as the general partners of the Fund, which, prior to September 30, 2014, held 874,553 shares of Common Stock of the Issuer. Mr. Noone and Mr. Vanasek are the principals and general partners of VN Capital Management, LLC. Pursuant to an investment management agreement, VN Capital Management, LLC previously acted as the investment manager for PVF-JD, a Delaware limited partnership (the "PVF Partnership"). On September 30, 2014, this investment management agreement ended according to its terms and, as a result, VN Capital Management, LLC was no longer deemed as of September 30, 2014 to beneficially own the 331,415 shares of Common Stock held by the PVF Partnership. On October 2, 2014, the Fund purchased 331,415 shares of Common Stock of the Issuer from the PVF Partnership. This amount reflects the amount of securities held by the Fund immediately following the transaction requiring the filing of this statement. In accordance with Instruction 5(b)(iv) of Form 3, the entire amount of the Issuer's securities held by Fund is reported herein. Each of the Reporting Persons disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his/its indirect pecuniary interest therein, and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. /s/ James T. Vanasek for VN Capital Management LLC 2014-10-07 /s/ James T. Vanasek for Joinville Capital Management 2014-10-07 /s/ James T. Vanasek for VN Capital Management LLC, on behalf of VN Capital Fund I, LP 2014-10-07 /s/ Patrick Donnell Noone 2014-10-07 /s/ James T. Vanasek 2014-10-07