TransDigm Group INC — Director's Dealing 2011

Dec 29, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2011-12-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-28	Common Stock	M	2500	$6.68	Acquired	2500	Indirect
2011-12-28	Common Stock	S	1829	$95.82	Disposed	671	Indirect
2011-12-28	Common Stock	S	571	$96.73	Disposed	100	Indirect
2011-12-28	Common Stock	S	100	$97.48	Disposed	0	Indirect
2011-12-28	Common Stock	M	53279	$6.68	Acquired	53279	Direct
2011-12-28	Common Stock	S	48367	$95.71	Disposed	4912	Direct
2011-12-28	Common Stock	S	4612	$96.75	Disposed	300	Direct
2011-12-28	Common Stock	S	300	$97.50	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-28	Stock Option	$6.68	M	53279	Disposed	2013-08-05	Common Stock (53279)	Direct
2011-12-28	Stock Option	$6.68	M	2500	Disposed	2013-08-05	Common Stock (2500)	Indirect

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $95.34 - $96.18. 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 $96.36 - $97.35. 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 $95.47 - $96.46. 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 $96.47 - $97.46. 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 $97.48 - $97.53. 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.