TransDigm Group INC — Director's Dealing 2010

Sep 21, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2010-09-20

Reporting Person: BARR DAVID (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-20	Common Stock, par value $0.01 per share	A	242	$61.90	Acquired	242	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	3388	Direct
Common Stock, par value $0.01 per share	31281	Direct
Common Stock (restricted), par value $0.01 per share	787	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$27.08	2018-11-17	Common Stock (15900)	15900	Direct

Footnotes

F1: Receipt of stock in lieu of payment of semi-annual director fee, based on fair market value in accordance with the 2006 Stock Incentive Plan.

F2: Receipt of stock in lieu of payment of semi-annual director fee, based on fair market value in accordance with the 2006 Stock Incentive Plan.

F3: Receipt of stock in respect of annual grant of restricted stock to directors with the number of shares determined based on the fair market value of the stock on the date of grant. Subject to forfeiture; forfeiture provisions lapse as to one-third of the stock on each of the first, second and third anniversaries of the date of grant.

F4: Vest based on the achievement of annual and cumulative per share operating performance targets between fiscal 2009 and fiscal 2013.