TransDigm Group INC — Director's Dealing 2014

Aug 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2014-08-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-26	Common Stock	M	10000	$25.60	Acquired	18500	Direct
2014-08-26	Common Stock	M	15000	$27.08	Acquired	33500	Direct
2014-08-26	Common Stock	S	20054	$188.0422	Disposed	13446	Direct
2014-08-26	Common Stock	S	4946	$188.7806	Disposed	8500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-26	Stock Option	$25.60	M	10000	Disposed	2016-12-01	Common Stock (10000)	Direct
2014-08-26	Stock Option	$27.08	M	15000	Disposed	2018-11-17	Common Stock (15000)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $187.52 - $188.50. 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 $188.53 - $189.08. 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.