TransDigm Group INC — Director's Dealing 2011

Feb 24, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2011-02-23

Reporting Person: Henderson Robert S (Exec.V.P.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-23	Common Stock	M	7402	$6.68	Acquired	7402	Direct
2011-02-23	Common Stock	S	6302	$80.4207	Disposed	1100	Direct
2011-02-23	Common Stock	S	1100	$81.1245	Disposed	0	Direct
2011-02-24	Common Stock	M	5399	$6.68	Acquired	5399	Direct
2011-02-24	Common Stock	S	5399	$80.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-23	Stock Option	$6.68	M	7402	Disposed	2013-08-05	Common Stock (7402)	Direct
2011-02-24	Stock Option	$6.68	M	5399	Disposed	2013-08-05	Common Stock (5399)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $80.04 - $81.01. 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 $81.07 - $81.21. 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.