TransDigm Group INC — Director's Dealing 2013

Apr 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2013-03-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-28	Common Stock	M	168	$6.68	Acquired	168	Indirect
2013-03-28	Common Stock	M	85	$13.37	Acquired	253	Indirect
2013-03-28	Common Stock	S	253	$150.926	Disposed	0	Indirect
2013-03-28	Common Stock	M	7641	$6.68	Acquired	7641	Direct
2013-03-28	Common Stock	S	4000	$150.869	Disposed	3641	Direct
2013-03-28	Common Stock	S	2300	$151.709	Disposed	1341	Direct
2013-03-28	Common Stock	S	1341	$152.733	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-28	Stock Option	$6.68	M	7641	Disposed	2013-08-05	Common Stock (7641)	Direct
2013-03-28	Stock Option	$6.68	M	168	Disposed	2013-08-05	Common Stock (168)	Indirect
2013-03-28	Stock Option	$13.37	M	85	Disposed	2013-08-05	Common Stock (85)	Indirect

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $150.61 - $151.16. 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 $150.32 - $151.31. 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 $151.32 - $152.31. 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 $152.36 - $153.04. 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.