TransDigm Group INC — Director's Dealing 2019

May 9, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2019-05-09

Reporting Person: Howley W Nicholas (Director, Exec. Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-09	Common Stock	M	17083	$82.67	Acquired	17083	Indirect
2019-05-09	Common Stock	S	1661	$463.9801	Disposed	15422	Indirect
2019-05-09	Common Stock	S	2900	$465.0209	Disposed	12522	Indirect
2019-05-09	Common Stock	S	4254	$466.1099	Disposed	8268	Indirect
2019-05-09	Common Stock	S	2926	$466.8848	Disposed	5342	Indirect
2019-05-09	Common Stock	S	1500	$467.9457	Disposed	3842	Indirect
2019-05-09	Common Stock	S	1533	$469.3649	Disposed	2309	Indirect
2019-05-09	Common Stock	S	1700	$470.0618	Disposed	609	Indirect
2019-05-09	Common Stock	S	400	$470.98	Disposed	209	Indirect
2019-05-09	Common Stock	S	109	$471.8545	Disposed	100	Indirect
2019-05-09	Common Stock	S	100	$473.48	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-09	Stock Option	$82.67	M	17083	Disposed	2021-03-04	Common Stock (17083)	Indirect

Footnotes

F1: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $463.46 - $464.47. 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 $464.53 - $465.54. 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 $465.58 - $466.55. 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 $466.59 - $467.23. 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 $467.61 - $468.54. 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 $468.71 - $469.36. 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.

F7: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $469.75 - $470.61. 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.

F8: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $470.75 - $471.40. 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.

F9: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $471.46 - $471.89. 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.

F10: Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $473.48 - $473.48. 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.