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TransDigm Group INC Director's Dealing 2011

Nov 29, 2011

29928_dirs_2011-11-29_28af09a7-d862-4c5f-95ae-611fedf456c6.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2011-11-28

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-11-28 Common Stock M 33000 $6.68 Acquired 33000 Direct
2011-11-28 Common Stock S 14653 $93.0042 Disposed 18347 Direct
2011-11-28 Common Stock S 18347 $93.5757 Disposed 0 Direct
2011-11-28 Common Stock M 2500 $6.68 Acquired 2500 Indirect
2011-11-28 Common Stock S 1900 $93.23 Disposed 600 Indirect
2011-11-28 Common Stock S 600 $93.70 Disposed 0 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-11-28 Stock Option $6.68 M 33000 Disposed 2013-08-05 Common Stock (33000) Direct
2011-11-28 Stock Option $6.68 M 2500 Disposed 2013-08-05 Common Stock (2500) Indirect

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $92.45 - $93.44. 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 $93.45 - $93.99. 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 $92.55 - $93.53. 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.

F4: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $93.57 - $93.96. 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.