TransDigm Group INC — Director's Dealing 2020

May 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2020-05-11

Reporting Person: SMALL ROBERT J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-13	Common Stock	P	318	$327.26	Acquired	165332	Indirect
2020-05-13	Common Stock	P	6282	$327.26	Acquired	2269924	Indirect
2020-05-13	Common Stock	P	221	$328.43	Acquired	165553	Indirect
2020-05-13	Common Stock	P	4379	$328.43	Acquired	2274303	Indirect
2020-05-13	Common Stock	P	48	$329.39	Acquired	165601	Indirect
2020-05-13	Common Stock	P	952	$329.39	Acquired	2275255	Indirect
2020-05-13	Common Stock	P	34	$330.64	Acquired	165635	Indirect
2020-05-13	Common Stock	P	666	$330.64	Acquired	2275921	Indirect
2020-05-13	Common Stock	P	53	$332.47	Acquired	165688	Indirect
2020-05-13	Common Stock	P	1047	$332.47	Acquired	2276968	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20301	Indirect
Common Stock	50000	Indirect
Common Stock	30948	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 VIII, L.P. ("VIII"), Berkshire Fund VIII-A, L.P. ("VIII-A"), Berkshire Fund IX, L.P. ("IX"), Berkshire Fund IX-A, L.P. ("IX-A"), 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 VIII, VIII-A, IX, IX-A, Investors III and Investors IV ("BP"), and SP, the registered investment adviser to SF and SARF. Eighth Berkshire Associates LLC ("8BA") is the general partner of each of VIII and VIII-A. Ninth Berkshire Associates LLC ("9BA") is the general partner of each of IX and IX-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, 9BA, SA, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $327 to $327.9999. 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $328 to $328.9999. 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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $329 to $329.9999. 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 sold in multiple transactions within the range of $330 to $330.9999. 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 sold in multiple transactions within the range of $332 to $332.755. 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: 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.

F10: Represents shares of 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.

F11: Represents shares of Common Stock held directly by the Reporting Person.