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TransDigm Group INC Director's Dealing 2013

May 29, 2013

29928_dirs_2013-05-29_bf8f6654-cfe5-4f04-bf85-bd1ca539bcee.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2013-05-28

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-05-28 Common Stock M 5236 $13.37 Acquired 5236 Direct
2013-05-28 Common Stock M 2413 $6.68 Acquired 7649 Direct
2013-05-28 Common Stock S 1500 $147.6254 Disposed 6149 Direct
2013-05-28 Common Stock S 4349 $148.4669 Disposed 1800 Direct
2013-05-28 Common Stock S 1400 $149.5136 Disposed 400 Direct
2013-05-28 Common Stock S 400 $150.322 Disposed 0 Direct
2013-05-28 Common Stock M 260 $13.37 Acquired 260 Indirect
2013-05-28 Common Stock S 260 $148.795 Disposed 0 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2013-05-28 Stock Option $13.37 M 5236 Disposed 2013-08-05 Common Stock (5236) Direct
2013-05-28 Stock Option $6.68 M 2413 Disposed 2013-08-05 Common Stock (2413) Direct
2013-05-28 Stock Option $13.37 M 260 Disposed 2013-08-05 Common Stock (260) Indirect

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $147.05 - $148.0405. 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 $148.06 - $148.99. 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 $149.09 - $150.08. 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 $150.19 - $150.52. 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 $148.72 - $148.87. 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.