TransDigm Group INC — Director's Dealing 2012

Mar 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2012-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-28	Common Stock	M	3200	$6.68	Acquired	3200	Direct
2012-02-28	Common Stock	S	2500	$116.5914	Disposed	700	Direct
2012-02-28	Common Stock	S	600	$117.33	Disposed	100	Direct
2012-02-28	Common Stock	S	100	$118.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-28	Stock Option	$6.68	M	3200	Disposed	2013-08-05	Common Stock (3200)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $116.01 - $116.98. 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 $117.05 - $117.73. 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.