TransDigm Group INC — Director's Dealing 2012

Oct 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2012-09-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-28	Common Stock	M	7641	$6.68	Acquired	7641	Direct
2012-09-28	Common Stock	S	300	$139.24	Disposed	7341	Direct
2012-09-28	Common Stock	S	2500	$140.51	Disposed	4841	Direct
2012-09-28	Common Stock	S	3841	$141.79	Disposed	1000	Direct
2012-09-28	Common Stock	S	1000	$142.17	Disposed	0	Direct
2012-09-28	Common Stock	M	253	$6.68	Acquired	253	Indirect
2012-09-28	Common Stock	S	253	$140.53	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-28	Stock Option	$6.68	M	7641	Disposed	2013-08-05	Common Stock (14282)	Direct
2012-09-28	Stock Option	$6.68	M	253	Disposed	2013-08-05	Common Stock (253)	Indirect

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $138.90 - $139.70. 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 $139.94 - $140.91. 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 $141.05 - $142.03. 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 $142.07 - $142.35. 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.

F5: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $140.45 - $140.55. 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.