TransDigm Group INC — Director's Dealing 2011

Feb 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2011-02-09

Reporting Person: Howley W Nicholas (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-09	Common Stock	M	30000	$6.68	Acquired	30000	Indirect
2011-02-09	Common Stock	S	29400	$81.9135	Disposed	600	Indirect
2011-02-09	Common Stock	S	600	$82.4567	Disposed	0	Indirect
2011-02-09	Common Stock	M	38987	$6.68	Acquired	38987	Direct
2011-02-09	Common Stock	S	24735	$81.8722	Disposed	14252	Direct
2011-02-09	Common Stock	S	14252	$82.1979	Disposed	0	Direct
2011-02-10	Common Stock	M	40079	$6.68	Acquired	40079	Direct
2011-02-10	Common Stock	S	40079	$81.7883	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-09	Stock Option	$6.68	M	30000	Disposed	2013-08-05	Common Stock (30000)	Indirect
2011-02-09	Stock Option	$6.68	M	38987	Disposed	2013-08-05	Common Stock (38987)	Direct
2011-02-10	Stock Option	$6.68	M	40079	Disposed	2013-08-05	Common Stock (40079)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $81.19 - $82.18. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

F2: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $82.21 - $82.69. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

F3: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $81.10 - $82.09. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

F4: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $82.10 - $82.60. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

F5: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $81.46 - $82.00. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.