TransDigm Group INC — Director's Dealing 2015

Mar 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2015-02-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-27	Common Stock	M	85000	$27.08	Acquired	111735	Direct
2015-02-27	Common Stock	S	27775	$216.3106	Disposed	83960	Direct
2015-02-27	Common Stock	S	24935	$217.0476	Disposed	59025	Direct
2015-02-27	Common Stock	S	13385	$218.2466	Disposed	45640	Direct
2015-02-27	Common Stock	S	9816	$219.3456	Disposed	35824	Direct
2015-02-27	Common Stock	S	8189	$220.1677	Disposed	27635	Direct
2015-02-27	Common Stock	S	900	$221.0144	Disposed	26735	Direct
2015-02-27	Common Stock	M	50000	$82.67	Acquired	50000	Indirect
2015-02-27	Common Stock	S	20393	$216.264	Disposed	29607	Indirect
2015-02-27	Common Stock	S	8382	$217.2012	Disposed	21225	Indirect
2015-02-27	Common Stock	S	6798	$218.2513	Disposed	14427	Indirect
2015-02-27	Common Stock	S	5200	$219.54	Disposed	9227	Indirect
2015-02-27	Common Stock	S	8736	$220.3492	Disposed	491	Indirect
2015-02-27	Common Stock	S	491	$221.114	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-27	Stock Option	$27.08	M	85000	Disposed	2018-11-17	Common Stock (85000)	Direct
2015-02-27	Stock Option	$82.67	M	50000	Disposed	2021-03-04	Common Stock (50000)	Indirect

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $215.77 - $216.75. 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 $216.76 - $217.75. 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 $217.76 - $218.67. 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 $219.00 - $219.77. 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 $220.00 - $220.99. 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 $221.00 - $221.08. 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.

F7: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $215.81 - $216.80. 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 $216.80 - $217.80. 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.

F9: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $217.82 - $218.81. 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.

F10: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $219.00 - $219.77. 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.

F11: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $220.00 - $220.99. 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.

F12: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $221.01 - $221.31. 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.