PHI 1515D Suspension of duty to report

PHI (PHIG) 15-15DSuspension of duty to report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION

UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:333-170915

333-123528

033-51605

PHI Group, Inc.*

(Exact name of registrant as specified in its charter)

2001 SE Evangeline Thruway

Lafayette, Louisiana 70508

(337)235-2452

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

8.625% Senior Notes due 2018*

Guarantees of 8.625% Senior Notes due 2018*

Voting Common Stock, par value $0.10 per share

Non-Voting Common Stock, par value $0.10 per share

Preferred Stock, no par value

Depositary Shares

Debt Securities, up to $400,000,000 in the aggregate**

Warrants to Purchase Voting Common Stock, par value $0.10 per share

Warrants to PurchaseNon-Voting Common Stock, par value $0.10 per share

Warrants to Purchase Preferred Stock, no par value

Warrants to Purchase an Indeterminate Number of Debt Securities, up to $400,000,000 in the aggregate

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:


Rule 12g-4(a)(1)		☐
Rule 12g-4(a)(2)		☐
Rule12h-3(b)(1)(i)		☒
Rule 12h-3(b)(1)(ii)		☐
Rule15d-6		☐

Approximate number of holders of record as of the certification or notice date:

8.625% Senior Notes due 2018:0*

Guarantees of 8.625% Senior Notes due 2018:0*

Voting Common Stock, par value $0.10 per share:0

Non-Voting Common Stock, par value $0.10 per share:0

Preferred Stock, no par value:0

Depositary Shares:0

Debt Securities, up to $400,000,000 in the aggregate: 0**

Warrants to purchase Voting Common Stock, par value $0.10 per share:0

Warrants to purchaseNon-Voting Common Stock, par value $0.10 per share:0

Warrants to Purchase Preferred Stock, no par value:0

Warrants to Purchase an Indeterminate Number of Debt Securities:0

*	TheCo-Registrants listed on the following page are also included in this certification and notice as Registrants.

The only Debt Securities issued under PHI Group, Inc.’s (as successor issuer to PHI, Inc. under Rule15d-5 under the Securities Exchange Act of 1934 (the “Exchange Act”)) Registration Statement on FormS-3 (FileNo. 333-123528), filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 23, 2005, were the Company’s 7.125% Senior Notes due 2013, which notes were extinguished and cancelled from the proceeds of the sale of the Company’s 8.625% Senior Notes due 2018.

TABLE OF CO-REGISTRANTS⁽¹⁾

PHI Services, Inc.⁽²⁾ (formerly named PHI Tech Services, Inc., as successor in interest pursuant to mergers with each of International Helicopter Transport, Inc. and Petroleum Helicopters International, Inc.)

PHI Health, LLC⁽²⁾ (formerly named PHI Air Medical, L.L.C., as successor in interest to PHI Air Medical, Inc. pursuant to a merger; formerly known as Air Evac Services, Inc.)

Helicopter Management, L.L.C.⁽²⁾

Helicopter Leasing, L.L.C.⁽²⁾

HELEX, L.L.C.⁽²⁾

Sky Leasing, L.L.C.⁽²⁾

Vertilease, LLC⁽²⁾

Leasing Source, LLC⁽²⁾

(1)	The address and telephone number for eachCo-Registrant is 2001 SE Evangeline Thruway, Lafayette, Louisiana 70508,(337) 235-2452.

(2)	This Co-Registrant was a guarantor of the securities registered pursuant to PHI Group, Inc.’s (as successor issuer to PHI, Inc. under Rule 15d-5 under the Exchange Act) Registration Statement on Form S-3 (SEC File No. 333-170915) filed with the SEC on December 2, 2010.

Pursuant to the requirements of the Securities Exchange Act of 1934, PHI Group, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Pursuant to the requirements of the Securities Exchange Act of 1934,Co-Registrants have caused this certification/notice to be signed on their behalf by the undersigned duly authorized person.


	PHI HEALTH, LLC
	HELICOPTER MANAGEMENT, L.L.C.
	HELICOPTER LEASING, L.L.C.
Date: September 5, 2019	HELEX, L.L.C.

	By:	/s/ Trudy P. McConnaughhay
	Name:	Trudy P. McConnaughhay
	Title:	Vice-President, Secretary and Treasurer


	SKY LEASING, L.L.C.
	VERTILEASE, LLC
Date: September 5, 2019	LEASING SOURCE, LLC

	By:	/s/ Trudy P. McConnaughhay
	Name:	Trudy P. McConnaughhay
	Title:	Vice-President

Date: September 5, 2019

PHI GROUP, INC.

/s/ Trudy P. McConnaughhay

Trudy P. McConnaughhay

Chief Financial Officer and Secretary