TransDigm Group INC — Director's Dealing 2011

Aug 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2011-08-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-16	Common Stock	M	4000	$6.68	Acquired	4000	Indirect
2011-08-16	Common Stock	S	100	$87.72	Disposed	3900	Indirect
2011-08-16	Common Stock	S	2100	$89.43	Disposed	1800	Indirect
2011-08-16	Common Stock	S	1800	$90.20	Disposed	0	Indirect
2011-08-16	Common Stock	M	45000	$6.68	Acquired	45000	Direct
2011-08-16	Common Stock	S	5000	$88.699	Disposed	40000	Direct
2011-08-16	Common Stock	S	25431	$89.55	Disposed	14569	Direct
2011-08-16	Common Stock	S	14569	$90.32	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-16	Stock Option	$6.68	M	4000	Disposed	2013-08-05	Common Stock (4000)	Indirect
2011-08-16	Stock Option	$6.68	M	45000	Disposed	2013-08-05	Common Stock (45000)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $88.94 - $89.90. 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 $89.94 - $90.53. 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.

F3: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $88.03 - $89.02. 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 $89.03 - $90.02. 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 $90.03 - $90.74. 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.