TransDigm Group INC — Director's Dealing 2013

Feb 7, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2013-02-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-06	Common Stock	M	165000	$27.08	Acquired	165000	Direct
2013-02-06	Common Stock	S	58386	$138.788	Disposed	106614	Direct
2013-02-06	Common Stock	S	105814	$139.4636	Disposed	800	Direct
2013-02-06	Common Stock	S	800	$140.0313	Disposed	0	Direct
2013-02-06	Common Stock	M	15000	$27.08	Acquired	15000	Indirect
2013-02-06	Common Stock	S	10602	$138.9369	Disposed	4398	Indirect
2013-02-06	Common Stock	S	4398	$139.7005	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-06	Stock Option	$27.08	M	165000	Disposed	2018-11-17	Common Stock (165000)	Direct
2013-02-06	Stock Option	$27.08	M	15000	Disposed	2018-11-17	Common Stock (15000)	Indirect

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $138.26 - $139.025. 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 $139.03 - $140.02. 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 $140.03 - $140.04. 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 $138.44 - $139.43. 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 $139.44 - $140.05. 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.