TransDigm Group INC — Director's Dealing 2012

Feb 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2012-02-16

Reporting Person: Rufus Gregory (Exec. VP, CFO and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-16	Common Stock	M	10591	$6.68	Acquired	10591	Direct
2012-02-16	Common Stock	M	748	$13.37	Acquired	11339	Direct
2012-02-16	Common Stock	S	300	$115.2767	Disposed	11039	Direct
2012-02-16	Common Stock	S	11039	$116.4483	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-16	Stock Option	$6.68	M	10591	Disposed	2013-08-05	Common Stock (10591)	Direct
2012-02-16	Stock Option	$13.37	M	748	Disposed	2013-08-05	Common Stock (748)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $115.01 - $115.81. 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 $116.06 - $116.90. 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.