Edgar Filing: FAIRCHILD CORP

Ownership Submission

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 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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

STEINER ERIC I

2. Issuer Name and Ticker or Trading Symbol
FAIRCHILD CORP [FA]

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

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	__X__ Other (specify below)
President and COO / Member of 13(d) group***

(Last)

(First)

(Middle)

C/O THE FAIRCHILD CORPORATION, 1750 TYSONS BLVD., SUITE 1400

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2007

(Street)

MCLEAN, VA 22102

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

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								105,270	D
Class A Common Stock								80,000	I	Held as Trustee of The Steiner Children's Trust
Class A Common Stock								33,008 ⁽⁷⁾	I	401K Plan
Class A Common Stock	03/04/2007		W		25,000	A	$ 0	25,000 ⁽⁹⁾	I	Spouse
Class A Common Stock	06/16/2008		S		5,840	D	$ 2.21	19,160 ⁽⁹⁾	I	Spouse
Class A Common Stock	06/16/2008		S		4,160	D	$ 2.41	15,000 ⁽⁹⁾	I	Spouse
Class A Common Stock	06/17/2008		S		5,000	D	$ 2.35	10,000 ⁽⁹⁾	I	Spouse
Class A Common Stock	06/23/2008		S		9,100	D	$ 2.2	900 ⁽⁹⁾	I	Spouse
Class A Common Stock	06/23/2008		S		900	D	$ 2.36	0 ⁽⁹⁾	I	Spouse
Class A Common Stock	03/18/2008		J⁽⁸⁾		442,754	A	$ 0	442,754	I	Bayswater Ventures LP
Class B Common Stock								15,000	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

⁽¹⁾

⁽²⁾

⁽³⁾

Class A Common Stock

15,000

DCUs ⁽⁴⁾

⁽⁵⁾

02/28/2010⁽⁶⁾

Cl A Com Stk

25,545

DCUs ⁽⁴⁾

⁽⁵⁾

02/28/2010⁽⁶⁾

Cl A Com Stk

4,027

DCUs ⁽⁴⁾

⁽⁵⁾

02/28/2010⁽⁶⁾

Cl A Com Stk

1,666

DCUs ⁽⁴⁾

⁽⁵⁾

02/28/2010⁽⁶⁾

Cl A Com Stk

11,328

DCUs ⁽⁴⁾

⁽⁵⁾

02/28/2010⁽⁶⁾

Cl A Com Stk

1,260

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STEINER ERIC I C/O THE FAIRCHILD CORPORATION 1750 TYSONS BLVD., SUITE 1400 MCLEAN, VA 22102	X	X	President and COO	Member of 13(d) group***

Signatures

Eric I. Steiner		10/17/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	One share Class A Common for one share Class B Common
(2)	Immediately exercisable.
(3)	No expiration date.
(4)	The Reporting Person elected to defer receipt of shares of common stock issuable upon exercise of his options, resulting in the accrual to his account of a corresponding no. of Deferred Compensation Units ("DCUs").
(5)	One share Class A Common Stock for 1 Deferred Compensation Unit ("DCU").
(6)	On 2/28/05, the Reporting Person, subject to the approval of the Issuer's Compensation Committee, revised the Distribution Date of previously reported DCUs to alter the pay-out date from 2/28/05 to 2/28/10.
(7)	Includes 16,148 routine acquisitions by 401K Plan since last-filed Form 4.
(8)	By virtue of becoming the sole director of the General Partner of Bayswater Ventures, LP effective March 18, 2008, the Reporting Person is deemed to be the beneficial owner of the Issuer's shares held by Bayswater Ventures, LP.
(9)	Reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
Remarks: ***The Reporting Person is a member of a 13(d) group owning more than 10%.

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