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
2016-02-16	Common Stock	P	6120	$199.8292	Acquired	2935949	Indirect
2016-02-16	Common Stock	P	3156	$199.8292	Acquired	251764	Indirect
2016-02-16	Common Stock	P	6422	$201.1205	Acquired	2942371	Indirect
2016-02-16	Common Stock	P	3313	$201.1205	Acquired	255077	Indirect
2016-02-16	Common Stock	P	9437	$201.7522	Acquired	2951808	Indirect
2016-02-16	Common Stock	P	4868	$201.7522	Acquired	259945	Indirect
2016-02-16	Common Stock	P	396	$203.235	Acquired	2952204	Indirect
2016-02-16	Common Stock	P	204	$203.235	Acquired	260149	Indirect
2016-02-16	Common Stock	P	10552	$204.8455	Acquired	2962756	Indirect
2016-02-16	Common Stock	P	5442	$204.8455	Acquired	265591	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6113	Indirect
Common Stock	22000	Indirect
Common Stock	31940	Direct

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.

F21: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $199.3600 to $200.3599. 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.

F22: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $200.3600 to $201.3599. 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.

F23: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $201.3600 to $202.3599. 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.

F24: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $202.3600 to $203.3599. 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.

F25: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $204.3600 to $204.9900. 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.

F26: Represents shares of Common Stock beneficially owned by certain family trusts. The Reporting Person is a trustee and the Reporting Person's immediate family members are beneficiaries of such family trusts.

F27: Represents shares of Common Stock beneficially owned by a certain trust. The Reporting Person is a trustee and the Reporting Person's immediate family members are beneficiaries of such trust.