TransDigm Group INC — Director's Dealing 2012

Feb 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2012-02-07

Reporting Person: Rodriguez Albert J (Exec. V.P., Mergers & Aquis.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-07	Common Stock	M	6982	$6.68	Acquired	6982	Direct
2012-02-07	Common Stock	S	100	$107.18	Disposed	6882	Direct
2012-02-07	Common Stock	S	600	$109.1233	Disposed	6282	Direct
2012-02-07	Common Stock	S	1500	$110.6567	Disposed	4782	Direct
2012-02-07	Common Stock	S	700	$112.0729	Disposed	4082	Direct
2012-02-07	Common Stock	S	1999	$113.2758	Disposed	2083	Direct
2012-02-07	Common Stock	S	2083	$113.8108	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-07	Stock Option	$6.68	M	6982	Disposed	2013-08-05	Common Stock (6982)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $108.66 - $109.62. 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 $110.27 - $111.21. 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.

F3: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $111.45 - $112.42. 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 $112.65 - $113.64. 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 $113.66 - $114.30. 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.