TransDigm Group INC — Director's Dealing 2019

Feb 22, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2019-02-20

Reporting Person: SMALL ROBERT J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-20	Common Stock	S	32881	$433.25	Disposed	294800	Indirect
2019-02-20	Common Stock	S	104119	$433.25	Disposed	3181940	Indirect
2019-02-20	Common Stock	S	174734	$434.895	Disposed	3007206	Indirect
2019-02-20	Common Stock	S	55206	$434.895	Disposed	239594	Indirect
2019-02-20	Common Stock	P	229940	$434.895	Acquired	3237146	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6113	Indirect
Common Stock	16765	Indirect
Common Stock	37175	Direct

Footnotes

F1: Represents shares held by Stockbridge Partners LLC ("SP") 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 share voting and dispositive power with respect to the shares of the Issuer's common stock held by SP. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent, if any, of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F2: Represents shares held directly or indirectly 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") and Stockbridge Absolute Return Fund, L.P. ("SARF") (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 and Investors IV ("BP"), and SP, the registered investment adviser to SF and SARF. Seventh Berkshire Associates LLC ("7BA") is the general partner of each of VII and VII-A. Eighth Berkshire Associates LLC ("8BA") is the general partner of each of VIII and VIII-A.

F3: [Continued from Footnote 2] Stockbridge Associates LLC ("SA") is the general partner of each of SF and SARF. 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 share voting and dispositive power with respect to the shares of the Issuer's common stock held by the Berkshire Entities. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent, if any, of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F4: On February 20, 2019, SF and SARF sold 278,805 and 48 shares, respectively, of the Issuer's common stock.

F5: On February 20, 2019, VIII, VIII-A, Investors III and Investors IV indirectly purchased an aggregate of 149,571, 62,148, 3,865 and 14,356 shares, respectively, of the Issuer's common stock.

F6: Represents shares of the Issuer's 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.

F7: Represents shares of the Issuer's common stock beneficially owned by a trust. The Reporting Person is a trustee and the Reporting Person's immediate family members are beneficiaries of such trust.