TransDigm Group INC — Director's Dealing 2011

Dec 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-12	Common Stock	M	2149	$6.68	Acquired	2149	Indirect
2011-12-12	Common Stock	S	2149	$96.198	Disposed	0	Indirect
2011-12-13	Common Stock	M	5351	$6.68	Acquired	5351	Indirect
2011-12-13	Common Stock	S	5351	$97.0624	Disposed	0	Indirect
2011-12-12	Common Stock	M	1248	$6.68	Acquired	1248	Direct
2011-12-12	Common Stock	S	1248	$96.026	Disposed	0	Direct
2011-12-13	Common Stock	M	28752	$6.68	Acquired	28752	Direct
2011-12-13	Common Stock	S	28752	$97.0012	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-12	Stock Option	$6.68	M	2149	Disposed	2013-08-05	Common Stock (2149)	Indirect
2011-12-13	Stock Option	$6.68	M	5351	Disposed	2013-08-05	Common Stock (5351)	Indirect
2011-12-12	Stock Option	$6.68	M	1248	Disposed	2013-08-05	Common Stock (1248)	Direct
2011-12-13	Stock Option	$6.68	M	28752	Disposed	2013-08-05	Common Stock (28752)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $96.00 - $96.43. 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 $97.01 - $97.11. 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 $96.00 - $96.32. 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 $97.00 - $97.055. 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.