TransDigm Group INC — Director's Dealing 2015

Dec 15, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2015-12-11

Reporting Person: Howley W Nicholas (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-11	Common Stock	M	70000	$27.08	Acquired	96735	Direct
2015-12-11	Common Stock	S	13702	$222.9955	Disposed	83033	Direct
2015-12-11	Common Stock	S	35215	$223.8257	Disposed	47818	Direct
2015-12-11	Common Stock	S	4365	$224.8017	Disposed	43453	Direct
2015-12-11	Common Stock	S	5508	$225.9243	Disposed	37945	Direct
2015-12-11	Common Stock	S	1302	$226.9384	Disposed	36643	Direct
2015-12-11	Common Stock	S	7608	$228.0488	Disposed	29035	Direct
2015-12-11	Common Stock	S	2100	$228.9068	Disposed	26935	Direct
2015-12-11	Common Stock	S	200	$229.99	Disposed	26735	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-11	Stock Option	$27.08	M	70000	Disposed	2018-11-17	Common Stock (70000)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $222.41 - $223.40. 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 $223.41 - $224.39. 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 $224.41 - $225.31. 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.

F4: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $225.53 - $226.52. 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.

F5: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $226.53 - $227.35. 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.

F6: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $227.55 - $228.54. 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.

F7: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $228.61 - $229.37. 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.

F8: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $229.98 - $230.00. 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.