Edgar Filing: CHC Group Ltd.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â William Amelio J.

2. Date of Event Requiring Statement (Month/Day/Year)
01/16/2014

3. Issuer Name and Ticker or Trading Symbol
CHC Group Ltd. [HELI]

(Last)

(First)

(Middle)

C/O CHC GROUP LTD.,Â 190 ELGIN AVENUE, GEORGE TOWN

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

GRAND CAYMAN,Â E9Â KY1-9005

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	96,974	D	Â
Ordinary Shares	300,587	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	Â ⁽¹⁾	Â ⁽¹⁾	Ordinary Shares	⁽²⁾	$ ⁽³⁾	D	Â
Restricted Stock Units	Â ⁽⁴⁾	Â ⁽⁴⁾	Ordinary Shares	⁽²⁾	$ ⁽³⁾	D	Â
Restricted Stock Units	Â ⁽¹⁾	Â ⁽¹⁾	Ordinary Shares	⁽⁵⁾	$ ⁽³⁾	D	Â
Stock Option (right to buy)	Â ⁽⁶⁾	01/15/2024	Ordinary Shares	⁽²⁾	$ 10	D	Â
Stock Option (right to buy)	Â ⁽⁶⁾	01/15/2024	Ordinary Shares	⁽⁷⁾	$ 10	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
William Amelio J. C/O CHC GROUP LTD. 190 ELGIN AVENUE, GEORGE TOWN GRAND CAYMAN,Â E9Â KY1-9005	Â X	Â	Â President and CEO	Â

Signatures

/s/ Louis Lehot, by power of attorney		01/16/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	The restricted stock units vest in three equal annual installments following January 16, 2014, with the first annual installment to vest on January 16, 2015. Vested shares will be delivered to the reporting person upon or following completion of the vesting.
(2)	The number of shares is derived by dividing $1,250,000 by the per share "fair value" that will be used for reporting the compensation expense associated with the grant under applicable accounting guidance, which "fair value" will be based in part on the per share price to public in the company's initial public offering.
(3)	Each restricted stock unit represents a contingent right to receive one Ordinary Share of the Issuer.
(4)	The restricted stock units vest on the third anniversary of January 16, 2014 based on the achievement of certain performance milestones. Vested shares will be delivered to the reporting person upon or following completion of the vesting.
(5)	The number of shares is derived by dividing $1,198,240 by the per share "fair value" that will be used for reporting the compensation expense associated with the grant under applicable accounting guidance, which "fair value" will be based in part on the per share price to public in the company's initial public offering.
(6)	The option will vest in three equal annual installments following January 16, 2014, with the first annual installment to vest on January 16, 2015.
(7)	The number of shares is derived by dividing $2,396,480 by the per share "fair value" that will be used for reporting the compensation expense associated with the grant under applicable accounting guidance, which "fair value" will be based in part on the per share price to public in the company's initial public offering.

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