TransDigm Group INC — Director's Dealing 2014

Apr 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2014-04-15

Reporting Person: Henderson Robert S (Exec.V.P.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-15	Common Stock	M	2420	$13.37	Acquired	2420	Direct
2014-04-15	Common Stock	S	900	$173.44	Disposed	1520	Direct
2014-04-15	Common Stock	S	700	$174.4286	Disposed	820	Direct
2014-04-15	Common Stock	S	650	$175.6277	Disposed	170	Direct
2014-04-15	Common Stock	S	170	$176.21	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-15	Stock Option	$13.37	M	984	Disposed	2015-10-01	Common Stock (984)	Direct
2014-04-15	Stock Option	$13.37	M	1436	Disposed	2015-10-01	Common Stock (1436)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $173.03 - $174.005. 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 $174.195 - $174.97. 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 $175.21 - $176.20. 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.