TransDigm Group INC — Director's Dealing 2016

May 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2016-05-02

Reporting Person: Iversen Bernt G II (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-02	Common Stock	M	10000	$27.08	Acquired	15010	Direct
2016-05-02	Common Stock	S	3970	$225.9795	Disposed	11040	Direct
2016-05-02	Common Stock	S	4830	$226.7957	Disposed	6210	Direct
2016-05-02	Common Stock	S	1200	$227.9617	Disposed	5010	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-02	Stock Option	$27.08	M	10000	Disposed	2018-11-17	Common Stock (10000)	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $225.47 - $226.46. 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 $226.49 - $227.42. 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 $227.51 - $228.27. 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.