TransDigm Group INC — Director's Dealing 2016

Feb 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2016-02-11

Reporting Person: SMALL ROBERT J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-11	Common Stock	P	3628	$185.5102	Acquired	2499019	Indirect
2016-02-11	Common Stock	P	103	$185.5102	Acquired	215759	Indirect
2016-02-11	Common Stock	P	24087	$186.7174	Acquired	2523106	Indirect
2016-02-11	Common Stock	P	681	$186.7174	Acquired	216440	Indirect
2016-02-11	Common Stock	P	116453	$187.4124	Acquired	2639559	Indirect
2016-02-11	Common Stock	P	3294	$187.4124	Acquired	219734	Indirect
2016-02-11	Common Stock	P	18418	$188.4749	Acquired	2657977	Indirect
2016-02-11	Common Stock	P	521	$188.4749	Acquired	220255	Indirect
2016-02-11	Common Stock	P	51826	$189.5764	Acquired	2709803	Indirect
2016-02-11	Common Stock	P	1466	$189.5764	Acquired	221721	Indirect
2016-02-11	Common Stock	P	28712	$190.1633	Acquired	2738515	Indirect
2016-02-11	Common Stock	P	811	$190.1633	Acquired	222532	Indirect
2016-02-12	Common Stock	P	18142	$191.355	Acquired	2756657	Indirect
2016-02-12	Common Stock	P	2033	$191.355	Acquired	224565	Indirect
2016-02-12	Common Stock	P	12117	$192.0758	Acquired	2768774	Indirect
2016-02-12	Common Stock	P	1358	$192.0758	Acquired	225923	Indirect
2016-02-12	Common Stock	P	4947	$192.972	Acquired	2773721	Indirect
2016-02-12	Common Stock	P	555	$192.972	Acquired	226478	Indirect
2016-02-12	Common Stock	P	2453	$193.9698	Acquired	2776174	Indirect
2016-02-12	Common Stock	P	275	$193.9698	Acquired	226753	Indirect
2016-02-12	Common Stock	P	140022	$195.1754	Acquired	2916196	Indirect
2016-02-12	Common Stock	P	15696	$195.1754	Acquired	242449	Indirect
2016-02-12	Common Stock	P	2160	$195.7479	Acquired	2918356	Indirect
2016-02-12	Common Stock	P	242	$195.7479	Acquired	242691	Indirect
2016-02-16	Common Stock	P	4342	$196.9648	Acquired	2922698	Indirect
2016-02-16	Common Stock	P	2239	$196.9648	Acquired	244930	Indirect
2016-02-16	Common Stock	P	2663	$197.4836	Acquired	2925361	Indirect
2016-02-16	Common Stock	P	1373	$197.4836	Acquired	246303	Indirect
2016-02-16	Common Stock	P	4468	$198.9949	Acquired	2929829	Indirect
2016-02-16	Common Stock	P	2305	$198.9949	Acquired	248608	Indirect

Footnotes

F1: Represents shares acquired by certain of the Berkshire Entities (as defined below), consistent with their investment objective of achieving capital appreciation by investing primarily in marketable securities. This Form 4 has been filed because the Reporting Person is a director of the Issuer and a managing member of, or managing member of the general partner of, each of the Berkshire Entities. As such, the Reporting Person may be deemed to have shared voting and/or dispositive power over the shares held by the Berkshire Entities. However, the Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

F2: Represents shares acquired by Stockbridge Partners LLC ("SP") and held on behalf of a managed account over which it has shared voting and sole dispositive power. This Form 4 has been filed because the Reporting Person is a director of the Issuer and a managing member of SP. As such, the Reporting Person may be deemed to have shared voting and/or dispositive power over the shares held by Stockbridge Partners LLC. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest, if any, therein.

F3: Owned by Berkshire Fund VII, L.P. ("VII"), Berkshire Fund VII-A, L.P. ("VII-A"), Berkshire Fund VIII, L.P. ("VIII"), Berkshire Fund VIII-A, L.P. ("VIII-A"), Berkshire Investors LLC ("Investors"), Berkshire Investors III LLC ("Investors III"), Berkshire Investors IV LLC ("Investors IV"), Stockbridge Fund, L.P. ("SF"), Stockbridge Absolute Return Fund, L.P. ("SARF") and Stockbridge Master Fund (OS), L.P. ("SOS") (collectively, the "Berkshire Entities"). Berkshire Partners Holdings LLC ("BPH") is the general partner of BPSP, L.P. ("BPSP"), which is the managing member of each of Berkshire Partners LLC, the registered investment adviser to VII, VII-A, VIII, VIII-A, Investors, Investors III, Investors IV ("BP") and SP, the registered investment adviser to SF, SARF and SOS. Seventh Berkshire Associates LLC ("7BA") is the general partner of each of VII and VII-A.

F4: (Continued from footnote 3): Eighth Berkshire Associates LLC ("8BA") is the general partner of each of VIII and VIII-A. Stockbridge Associates LLC ("SA") is the general partner of SF, SARF and SOS.

F5: The Reporting Person is a managing member of each of BPH, BPSP, BP, SP, 8BA, 7BA, SA, Investors, Investors III and Investors IV. As such, the Reporting Person may be deemed to have shared voting and/or dispositive power over the shares held by such entities. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

F6: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $184.9900 to $185.9899. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F7: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $185.9900 to $186.9899. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F8: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $186.9900 to $187.9899. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F9: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $187.9900 to $188.9899. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F10: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $188.9900 to $189.9899. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F11: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $189.9900 to $190.6800. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F12: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $190.7400 to $191.7399. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F13: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $191.7400 to $192.7399. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F14: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $192.7400 to $193.7399. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F15: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $193.7400 to $194.7399. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F16: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $194.7400 to $195.7399. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F17: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $195.7400 to $195.7500. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F18: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $196.3600 to $197.3599. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F19: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $197.3600 to $198.3599. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

F20: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $198.3600 to $199.3599. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.