TransDigm Group INC — Director's Dealing 2014

Dec 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2014-12-10

Reporting Person: SMALL ROBERT J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-10	Common Stock	J	688005	—	Disposed	2495391	Indirect
2014-12-10	Common Stock	J	1607	—	Acquired	6113	Indirect
2014-12-10	Common Stock	J	12778	—	Acquired	53940	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	215656	Indirect

Footnotes

F1: Represents a pro-rata distribution by certain of the Berkshire Entities (as defined below).

F2: Represents shares of Common Stock held by Berkshire Fund VII, L.P. ("VII"), Berkshire Fund VII-A, L.P. ("VII-A"), Berkshire Investors LLC ("Investors"), Berkshire Investors III LLC ("Investors III"), Stockbridge Fund, L.P. ("SF"), Stockbridge Absolute Return Fund, L.P. ("SARF") and Stockbridge Master Fund (OS), L.P. ("SOS") (collectively, the "Berkshire Entities"). Berkshire Partners Holdings LLC ("BPH") is the general partner of BPSP, L.P. ("BPSP"), which is the managing member of Berkshire Partners LLC, the registered investment adviser to VII, VII-A, Investors and Investors III ("BP"). Seventh Berkshire Associates LLC ("7BA") is the general partner of each of VII and VII-A. Stockbridge Associates LLC ("SA") is the general partner of SF, SARF and SOS.

F3: The Reporting Person is a managing director of BPH and a managing member of each of BP, 7BA, SA, Investors and Investors III. As such, the Reporting Person may be deemed to have shared voting and/or dispositive power over the shares held by the Berkshire Entities. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

F4: Represents shares of Common Stock held by Stockbridge Partners LLC on behalf of a managed account over which it has shared voting and dispositive power. BPH is the general partner of BPSP, which is the managing member of Stockbridge Partners LLC. The Reporting Person is a managing director of each of BPH and Stockbridge Partners LLC. As such, the Reporting Person may be deemed to have shared voting and/or dispositive power over the shares held by Stockbridge Partners LLC. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purpose.

F5: Represents shares received as part of the distribution by the Berkshire Entities referred to in note (1) above.

F6: Includes (i) 1,607 shares of Common Stock received by certain family trusts as part of the distribution by the Berkshire Entities referred to in note (1) above, and (ii) 4,506 shares of Common Stock previously beneficially owned by such family trusts. The Reporting Person is a trustee and the Reporting Person's immediate family members are beneficiaries of such family trusts.

F7: Includes (i) 12,778 shares of Common Stock received by the Reporting Person as part of the distribution by the Berkshire Entities referred to in note (1) above, and (ii) 41,162 shares of Common Stock previously beneficially owned by the Reporting Person.