TransDigm Group INC — Director's Dealing 2012

May 25, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2012-05-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-24	Common Stock	M	6400	$6.68	Acquired	6400	Direct
2012-05-24	Common Stock	S	3483	$123.6197	Disposed	2917	Direct
2012-05-24	Common Stock	S	2417	$124.9111	Disposed	500	Direct
2012-05-24	Common Stock	S	500	$125.6444	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-24	Stock Option	$6.68	M	4984	Disposed	2013-08-05	Common Stock (4984)	Direct
2012-05-24	Stock Option	$6.68	M	1416	Disposed	2013-08-05	Common Stock (1416)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $123.27 - $124.23. 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 $124.43 - $125.42. 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.

F3: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $125.46 - $125.79. 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.