TransDigm Group INC — Director's Dealing 2016

Feb 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2016-02-01

Reporting Person: Henderson Robert S (Exec.V.P.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-01	Common Stock	M	10000	$27.08	Acquired	20000	Direct
2016-02-01	Common Stock	S	1544	$223.7959	Disposed	18456	Direct
2016-02-01	Common Stock	S	1594	$224.8548	Disposed	16862	Direct
2016-02-01	Common Stock	S	1226	$225.842	Disposed	15636	Direct
2016-02-01	Common Stock	S	3094	$226.8628	Disposed	12542	Direct
2016-02-01	Common Stock	S	1884	$227.796	Disposed	10658	Direct
2016-02-01	Common Stock	S	658	$228.5932	Disposed	10000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-01	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 $223.31 - $224.25. 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 $224.32 - $225.27. 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.

F3: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $225.40 - $226.36. 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 $226.41 - $227.37. 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.

F5: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $227.45 - $228.37. 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.

F6: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $228.50 - $228.79. 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.