TransDigm Group INC — Director's Dealing 2012

May 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2012-05-10

Reporting Person: Graff Michael (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-10	Common Stock	M	20000	$6.68	Acquired	39537	Direct
2012-05-10	Common Stock	S	4598	$125.601	Disposed	34939	Direct
2012-05-10	Common Stock	S	13394	$126.6769	Disposed	21545	Direct
2012-05-10	Common Stock	S	2008	$127.1869	Disposed	19537	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-10	Stock Option	$6.68	M	9677	Disposed	2013-07-22	Common Stock (9677)	Direct
2012-05-10	Stock Option	$6.68	M	10323	Disposed	2013-07-22	Common Stock (10323)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $125.03 - $126.02. 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 $126.03 - $127.02. 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 $127.03 - $127.38. 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.