TransDigm Group INC — Director's Dealing 2012

Aug 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2012-08-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-28	Common Stock	M	7641	$6.68	Acquired	7641	Direct
2012-08-28	Common Stock	S	6341	$138.29	Disposed	1300	Direct
2012-08-28	Common Stock	S	1300	$139.0508	Disposed	0	Direct
2012-08-28	Common Stock	M	253	$6.68	Acquired	253	Indirect
2012-08-28	Common Stock	S	253	$138.3219	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-28	Stock Option	$6.68	M	7641	Disposed	2013-08-05	Common Stock (7641)	Direct
2012-08-28	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 $137.97 - $138.93. 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 $139.00 - $139.12. 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 $138.31 - $138.34. 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.