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TransDigm Group INC Director's Dealing 2011

Nov 18, 2011

29928_dirs_2011-11-18_5f19a51c-e6d9-424c-81fb-ff5fb1892563.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2011-11-17

Reporting Person: Iversen Bernt G II (Executive Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-11-17 Common Stock M 12500 $22.21 Acquired 12500 Direct
2011-11-17 Common Stock S 2800 $92.6036 Disposed 9700 Direct
2011-11-17 Common Stock S 3400 $93.43 Disposed 6300 Direct
2011-11-17 Common Stock S 1100 $94.44 Disposed 5200 Direct
2011-11-17 Common Stock S 700 $95.32 Disposed 4500 Direct
2011-11-17 Common Stock S 400 $97.04 Disposed 4100 Direct
2011-11-17 Common Stock S 1400 $98.30 Disposed 2700 Direct
2011-11-17 Common Stock S 1500 $99.22 Disposed 1200 Direct
2011-11-17 Common Stock S 700 $100.21 Disposed 500 Direct
2011-11-17 Common Stock S 400 $101.24 Disposed 100 Direct
2011-11-17 Common Stock S 100 $102.24 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-11-17 Stock Option $22.21 M 12500 Disposed 2016-06-15 Common Stock (12500) Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $92.00 - $92.97. 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 $93.00 - $93.88. 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 $94.00 - $94.95. 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 $95.07 - $95.75. 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 $96.63 - $97.30. 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.

F6: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $97.68 - $98.63. 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.

F7: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $98.68 - $99.60. 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.

F8: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $99.89 - $100.75. 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.

F9: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $101.00 - $101.39. 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.