Sec Form 4 Filing - Q&U Investments, LLC @ Erickson Air-Crane Inc. - 2013-05-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Q&U Investments, LLC
2. Issuer Name and Ticker or Trading Symbol
Erickson Air-Crane Inc. [ EAC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
60 EAST 42ND STREET, SUITE 1400
3. Date of Earliest Transaction (MM/DD/YY)
05/02/2013
(Street)
NEW YORK, NY10165
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Cumulative Participating Preferred Stock, Series A ( 1 ) 05/02/2013 P 913,732.61 ( 2 ) ( 1 ) Common Stock 913,732.61 ( 2 ) 913,732.61 I see footnote ( 3 )
Cumulative Participating Preferred Stock, Series A ( 1 ) 05/02/2013 P 3 91,599.7 ( 2 ) ( 1 ) Common Stock 391,599.7 ( 2 ) 391,599.7 I see footnote ( 4 )
Cumulative Participating Preferred Stock, Series A ( 1 ) 05/02/2013 P 634,763.77 ( 2 ) ( 1 ) Common Stock 634,763.77 ( 2 ) 634,763.77 I see footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Q&U Investments, LLC
60 EAST 42ND STREET, SUITE 1400
NEW YORK, NY10165
X
ZM Private Equity Fund I GP, LLC
60 EAST 42ND STREET, SUITE 1400
NEW YORK, NY10165
X
ZM PRIVATE EQUITY FUND I LP
60 EAST 42ND STREET, SUITE 1400
NEW YORK, NY10165
X
ZM Private Equity Fund II GP, LLC
60 EAST 42ND STREET, SUITE 1400
NEW YORK, NY10165
X
ZM PRIVATE EQUITY FUND II LP
60 EAST 42ND STREET, SUITE 1400
NEW YORK, NY10165
X
Signatures
/s/ Ed Rizzuti, by power of attorney for Quinn Morgan, the managing member of Q&U Investments, LLC 05/13/2013
Signature of Reporting Person Date
/s/ Ed Rizzuti, by power of attorney for Quinn Morgan, the managing member of Q&U Investments, LLC, the managing member of ZM Private Equity Fund I GP, LLC 05/13/2013
Signature of Reporting Person Date
/s/ Ed Rizzuti, by power of attorney for Quinn Morgan, the managing member of Q&U Investments, LLC, the managing member of ZM Private Equity Fund I GP, LLC, the general partner of ZM Private Equity Fund I, L.P. 05/13/2013
Signature of Reporting Person Date
/s/ Ed Rizzuti, by power of attorney for Quinn Morgan, the managing member of Q&U Investments, LLC, the managing member of ZM Private Equity Fund II GP, LLC 05/13/2013
Signature of Reporting Person Date
/s/ Ed Rizzuti, by power of attorney for Quinn Morgan, the managing member of Q&U Investments, LLC, the managing member of ZM Private Equity Fund II GP, LLC, the general partner of ZM Private Equity Fund II, L.P. 05/13/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The preferred stock is convertible into common stock on a one-for-one basis following the approval by the issuer's stockholders of the issuance of shares of common stock upon such conversion, and has no expiration date.
( 2 )The preferred stock was acquired as repayment of approximately $20.0 million in debt of Evergreen International Aviation, Inc. ("EIA") and for approximately $3.0 million in cash, in connection with the issuer's acquisition of Evergreen Helicopters, Inc., a subsidiary of EIA, on May 2, 2013
( 3 )Shares held directly by ZM Private Equity Fund I, L.P. ("ZM PE Fund I LP"). ZM Private Equity Fund I GP, LLC ("ZM PE Fund I GP"), the general partner of ZM PE Fund I LP, may be deemed to share voting and dispositive power with respect to the shares held by ZM PE Fund I LP. Q&U Investments, LLC, the managing member of ZM PE Fund I GP, may be deemed to share voting and dispositive power with respect to the shares held by ZM PE Fund I LP. Each of these entities disclaims any beneficial ownership of the securities held by ZM PE Fund I LP except to the extent of any pecuniary interest herein.
( 4 )Shares held directly by ZM Private Equity Fund II, L.P. ("ZM PE Fund II LP"). ZM Private Equity Fund II GP, LLC ("ZM PE Fund II GP"), the general partner of ZM PE Fund II LP, may be deemed to share voting and dispositive power with respect to the shares held by ZM PE Fund II LP. Q&U Investments, LLC, the managing member of ZM PE Fund II GP, may be deemed to share voting and dispositive power with respect to the shares held by ZM PE Fund II LP. Each of these entities disclaims any beneficial ownership of the securities held by ZM PE Fund II LP except to the extent of any pecuniary interest herein.
( 5 )By 10th Lane Finance Co., LLC, of which 10 Lane Partners LLC is the managing member, of which Q&U Investments, LLC is the managing member and may be deemed to share voting and dispositive power with respect to the shares held by 10th Lane Finance Co., LLC. Each of these entities disclaims beneficial interest of such shares, except to the extent of any pecuniary interest therein.

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