TransDigm Group INC — Director's Dealing 2016

Nov 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2016-11-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-01	Common Stock	M	10000	$27.08	Acquired	20000	Direct
2016-11-01	Common Stock	S	2599	$269.2813	Disposed	17401	Direct
2016-11-01	Common Stock	S	2301	$270.0782	Disposed	15100	Direct
2016-11-01	Common Stock	S	1529	$271.3986	Disposed	13571	Direct
2016-11-01	Common Stock	S	2371	$272.5762	Disposed	11200	Direct
2016-11-01	Common Stock	S	1100	$273.5181	Disposed	10100	Direct
2016-11-01	Common Stock	S	100	$274.25	Disposed	10000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-01	Stock Option	$27.08	M	10000	Disposed	2018-11-17	Common Stock (10000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$27.08	2018-11-17	Common Stock (50000)	50000	Direct

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $268.69 - $269.73. 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 $269.80 - $270.41. 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.

F3: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $271.01 - $271.80. 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.

F4: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $272.15 - $273.16. 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 $273.22 - $273.90 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.