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: 2015-12-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-14	Common Stock	M	70000	$27.08	Acquired	96735	Direct
2015-12-14	Common Stock	S	14410	$217.3689	Disposed	82325	Direct
2015-12-14	Common Stock	S	22785	$217.9393	Disposed	59540	Direct
2015-12-14	Common Stock	S	17220	$219.0714	Disposed	42320	Direct
2015-12-14	Common Stock	S	4947	$219.8565	Disposed	37373	Direct
2015-12-14	Common Stock	S	3300	$221.0162	Disposed	34073	Direct
2015-12-14	Common Stock	S	3038	$221.8489	Disposed	31035	Direct
2015-12-14	Common Stock	S	3700	$223.332	Disposed	27335	Direct
2015-12-14	Common Stock	S	600	$223.7967	Disposed	26735	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-14	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 $216.58 - $217.56. 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 $217.58 - $218.56. 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 $218.58 - $219.57. 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 $219.58 - $220.55. 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 $220.58 - $221.50. 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.

F6: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $221.65 - $222.41. 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 $222.72 - $223.70. 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 $223.74 - $223.94. 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.