TransDigm Group INC — Director's Dealing 2014

Mar 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2014-03-14

Reporting Person: Rufus Gregory (Exec. VP, CFO and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-14	Common Stock	M	10000	$25.60	Acquired	15000	Direct
2014-03-14	Common Stock	S	2902	$179.7285	Disposed	12098	Direct
2014-03-14	Common Stock	S	2798	$180.5963	Disposed	9300	Direct
2014-03-14	Common Stock	S	4200	$181.8181	Disposed	5100	Direct
2014-03-14	Common Stock	S	100	$182.20	Disposed	5000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-14	Stock Option	$25.60	M	4000	Disposed	2016-12-01	Common Stock (4000)	Direct
2014-03-14	Stock Option	$25.60	M	6000	Disposed	2016-12-01	Common Stock (6000)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $179.135 - $180.025. 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 $180.13 - $181.06. 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 $181.185 - $182.14. 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.