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 *
  Camden Rebecca
 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., 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)
Vice President
 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 4,849
D
 
Ordinary Shares 10,108
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
Restricted Stock Units   (1)   (1) Ordinary Shares (2) $ (3) D  
Restricted Stock Units   (4)   (4) Ordinary Shares (2) $ (3) D  
Stock Option (right to buy)   (5) 01/15/2024 Ordinary Shares (2) $ 10 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Camden Rebecca
C/O CHC GROUP LTD.
190 ELGIN AVENUE, GEORGE TOWN
GRAND CAYMAN, E9 KY1-9005		       Vice President  

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 $50,000 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 option will vest in three equal annual installments following January 16, 2014, with the first annual installment to vest on January 16, 2015.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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