TransDigm Group INC — Director's Dealing 2010

Mar 29, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2010-03-29

Reporting Person: Graff Michael (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-03-29	Common Stock, par value $0.01 per share	A	286	$52.44	Acquired	286	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	3102	Direct
Common Stock, par value $0.01 per share	15422	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
Stock Options (right to buy)	$6.68	2013-07-22	Common Stock, par value $0.01 per share (26419)	26419	Direct
Stock Options (right to buy)	$6.68	2013-07-22	Common Stock, par value $0.01 per share (81677)	81677	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.