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
2020-05-12	Common Stock	P	101	$338.91	Acquired	159488	Indirect
2020-05-12	Common Stock	P	6712	$338.91	Acquired	2031855	Indirect
2020-05-12	Common Stock	P	284	$339.97	Acquired	159772	Indirect
2020-05-12	Common Stock	P	18877	$339.97	Acquired	2050732	Indirect
2020-05-12	Common Stock	P	279	$340.8	Acquired	160051	Indirect
2020-05-12	Common Stock	P	18506	$340.8	Acquired	2069238	Indirect
2020-05-12	Common Stock	P	485	$341.96	Acquired	160536	Indirect
2020-05-12	Common Stock	P	32305	$341.96	Acquired	2101543	Indirect
2020-05-12	Common Stock	P	269	$342.75	Acquired	160805	Indirect
2020-05-12	Common Stock	P	17883	$342.75	Acquired	2119426	Indirect
2020-05-12	Common Stock	P	104	$343.9	Acquired	160909	Indirect
2020-05-12	Common Stock	P	6896	$343.9	Acquired	2126322	Indirect
2020-05-12	Common Stock	P	83	$344.9	Acquired	160992	Indirect
2020-05-12	Common Stock	P	5517	$344.9	Acquired	2131839	Indirect
2020-05-12	Common Stock	P	85	$345.79	Acquired	161077	Indirect
2020-05-12	Common Stock	P	5620	$345.79	Acquired	2137459	Indirect
2020-05-12	Common Stock	P	47	$346.7	Acquired	161124	Indirect
2020-05-12	Common Stock	P	3149	$346.7	Acquired	2140608	Indirect
2020-05-12	Common Stock	P	15	$347.78	Acquired	161139	Indirect
2020-05-12	Common Stock	P	1006	$347.78	Acquired	2141614	Indirect
2020-05-12	Common Stock	P	3	$348.48	Acquired	161142	Indirect
2020-05-12	Common Stock	P	175	$348.48	Acquired	2141789	Indirect
2020-05-12	Common Stock	P	406	$329.74	Acquired	161548	Indirect
2020-05-12	Common Stock	P	13298	$329.74	Acquired	2155087	Indirect
2020-05-13	Common Stock	P	55	$310.4	Acquired	161603	Indirect
2020-05-13	Common Stock	P	2245	$310.4	Acquired	2157332	Indirect
2020-05-13	Common Stock	P	41	$311.38	Acquired	161644	Indirect
2020-05-13	Common Stock	P	1678	$311.38	Acquired	2159010	Indirect
2020-05-13	Common Stock	P	74	$312.43	Acquired	161718	Indirect
2020-05-13	Common Stock	P	3007	$312.43	Acquired	2162017	Indirect

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 $338.35 to $339.3499. 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 $339.35 to $340.3499. 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 $340.35 to $341.3499. 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 $341.35 to $342.3499. 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 $342.35 to $343.3499. 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $343.35 to $344.3499. 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.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $344.35 to $345.3499. 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.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $345.35 to $346.3499. 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.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $346.35 to $347.3499. 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.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $347.35 to $348.3499. 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.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $348.35 to $348.58. 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.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $329.15 to $330. 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.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $309.87 to $310.8699. 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.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $310.87 to $311.8699. 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.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $311.87 to $312.8699. 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.