TransDigm Group INC — Director's Dealing 2011

Sep 8, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2011-09-07

Reporting Person: Graff Michael (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-07	Common Stock	M	14015	$6.68	Acquired	33255	Direct
2011-09-07	Common Stock	S	14015	$90.873	Disposed	19240	Direct
2011-09-08	Common Stock	M	5985	$6.68	Acquired	25225	Direct
2011-09-08	Common Stock	S	3185	$89.94	Disposed	22040	Direct
2011-09-08	Common Stock	S	2800	$90.67	Disposed	19240	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-07	Stock Option	$6.68	M	14015	Disposed	2013-07-22	Common Stock (14015)	Direct
2011-09-08	Stock Option	$6.68	M	5985	Disposed	2013-07-22	Common Stock (5985)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $90.70 - $91.13. 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 $89.44 - $90.43. 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.

F3: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $90.44 - $91.04. 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.