TransDigm Group INC — Director's Dealing 2011

Aug 29, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2011-08-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-29	Common Stock	M	2500	$6.68	Acquired	2500	Indirect
2011-08-29	Common Stock	S	2500	$89.0844	Disposed	0	Indirect
2011-08-29	Common Stock	M	33000	$6.68	Acquired	33000	Direct
2011-08-29	Common Stock	S	19487	$89.0943	Disposed	13513	Direct
2011-08-29	Common Stock	S	13513	$90.26	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-29	Stock Option	$6.68	M	2500	Disposed	2013-08-05	Common Stock (2500)	Indirect
2011-08-29	Stock Option	$6.68	M	33000	Disposed	2013-08-05	Common Stock (33000)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $89.00 - $89.20. 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 $88.80 - $89.75. 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.

F3: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $89.85 - $90.70. 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.