TransDigm Group INC — Director's Dealing 2013

Mar 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2013-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-28	Common Stock	M	253	$6.68	Acquired	253	Indirect
2013-02-28	Common Stock	S	253	$142.5677	Disposed	0	Indirect
2013-02-28	Common Stock	M	7641	$6.68	Acquired	7641	Direct
2013-02-28	Common Stock	S	3141	$142.7625	Disposed	4500	Direct
2013-02-28	Common Stock	S	4500	$143.6767	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-28	Stock Option	$6.68	M	253	Disposed	2013-08-05	Common Stock (253)	Indirect
2013-02-28	Stock Option	$6.68	M	7641	Disposed	2013-08-05	Common Stock (7641)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $142.54 - $142.58. 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 $142.35 - $143.34. 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.

F3: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $143.38 - $144.01. 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.