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 *
  Kerr Melanie
2. Date of Event Requiring Statement (Month/Day/Year)
07/17/2015
3. Issuer Name and Ticker or Trading Symbol
CHC Group Ltd. [HELI]
(Last)
(First)
(Middle)
C/O CHC GROUP LTD., 190 ELGIN AVENUE, GEORGE TOWN
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

GRAND CAYMAN, E9 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 1,084
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy)   (1) 04/02/2025 Ordinary Shares 100,000 $ 1.33 D  
Restricted Stock Units   (2)   (2) Ordinary Shares 4,000 $ (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kerr Melanie
C/O CHC GROUP LTD.
190 ELGIN AVENUE, GEORGE TOWN
GRAND CAYMAN, E9 KY1-9005
      Chief Accounting Officer  

Signatures

/s/ Nicolas Stable, as Attorney-in-Fact 07/27/2015
**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 Option vests in five (5) annual installments at a rate of one-fifth (1/5th) per year on each anniversary of April 2, 2015, subject to the Reporting Person's continuous employment with the Issuer through the applicable vesting date.
(2) These restricted stock units vest in two remaining equal installments on January 16, 2016 and January 16, 2017, subject to the Reporting Person's continuous employment with the Issuer through the applicable vesting date. Each restricted stock unit represents a contingent right to receive one Ordinary Share of the Issuer.
 
Remarks:
Exhibit List
Exhibit 24.1 - Power of Attorney

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