TransDigm Group INC — Director's Dealing 2014

May 15, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2014-05-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-14	Common Stock	M	2500	$13.37	Acquired	2500	Indirect
2014-05-14	Common Stock	S	900	$182.6617	Disposed	1600	Indirect
2014-05-14	Common Stock	S	1372	$183.6576	Disposed	228	Indirect
2014-05-14	Common Stock	S	228	$185.00	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-14	Stock Option	$13.37	M	984	Disposed	2015-10-01	Common Stock (984)	Indirect
2014-05-14	Stock Option	$13.37	M	1516	Disposed	2015-10-01	Common Stock (1516)	Indirect

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $182.03 - $183.17. 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 $183.295 - $184.01. 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.