TransDigm Group INC — Director's Dealing 2012

Jul 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2012-07-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-30	Common Stock	M	33000	$6.68	Acquired	33000	Direct
2012-07-30	Common Stock	S	19350	$120.1194	Disposed	13650	Direct
2012-07-30	Common Stock	S	13450	$120.8756	Disposed	200	Direct
2012-07-30	Common Stock	S	200	$121.615	Disposed	0	Direct
2012-07-30	Common Stock	M	2500	$6.68	Acquired	2500	Indirect
2012-07-30	Common Stock	S	1455	$120.0904	Disposed	1045	Indirect
2012-07-30	Common Stock	S	1045	$120.8779	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-30	Stock Option	$6.68	M	33000	Disposed	2013-08-05	Common Stock (33000)	Direct
2012-07-30	Stock Option	$6.68	M	2500	Disposed	2013-08-05	Common Stock (2500)	Indirect

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $119.56 - $120.55. 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.

F2: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $120.57 - $121.55. 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.

F3: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $121.6 - $121.63. 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 $119.66 - $120.44. 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 $120.66 - $121.36. 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.