Sec Form 4 Filing - VN CAPITAL MANAGEMENT, LLC @ BREEZE-EASTERN CORP - 2014-09-30

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 VN CAPITAL MANAGEMENT, LLC 2. Issuer Name and Ticker or Trading Symbol BREEZE-EASTERN CORP [ BZC] 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) 1133 BROADWAY, SUITE 1609 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2014 (Street) NEW YORK, NY10010 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 Common Stock 09/30/2014 09/30/2014 S 331,445 D $ 10.4 872,753 I See Footnote ( 1 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VN CAPITAL MANAGEMENT, LLC 1133 BROADWAY SUITE 1609 NEW YORK, NY10010 X JOINVILLE CAPITAL MANAGEMENT, LLC 1133 BROADWAY SUITE 1609 NEW YORK, NY10010 X NOONE PATRICK DONNELL 1133 BROADWAY SUITE 1609 NEW YORK, NY10010 X Vanasek James Thomas 1133 BROADWAY SUITE 1609 NEW YORK, NY10010 X Signatures /s/ James T. Vanasek for VN Capital Management LLC 10/01/2014 Signature of Reporting Person Date /s/ James T. Vanasek for Joinville Capital Management 10/01/2014 Signature of Reporting Person Date /s/ Patrick Donnell Noone 10/01/2014 Signature of Reporting Person Date /s/ James T. Vanasek 10/01/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )VN Capital Management, LLC and Joinville Capital Management, LLC are the General Partners for the VN Capital Fund I, LP (the "Fund") which holds 874,533 shares of Common Stock. In addition, pursuant to a management agreement, VN Capital Management, LLC acted as the investment manager for PVF-JD, a Delaware limited partnership, (the "PVF Partnership"). On September 30th, this management contracted ended and as a result VN Capital Management, LLC is no longer deemed to beneficially own the 331,445 shares of Common Stock held by the PVF Partnership. . Mr Noone and Mr. Vanasek are the Principals and General Partners of VN Capital Management, LLC.

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).

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