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
2020-05-11	Common Stock	P	39	$340.33	Acquired	156367	Indirect
2020-05-11	Common Stock	P	2017	$340.33	Acquired	1916415	Indirect
2020-05-11	Common Stock	P	60	$341.25	Acquired	156427	Indirect
2020-05-11	Common Stock	P	3040	$341.25	Acquired	1919455	Indirect
2020-05-11	Common Stock	P	13	$341.98	Acquired	156440	Indirect
2020-05-11	Common Stock	P	687	$341.98	Acquired	1920142	Indirect
2020-05-11	Common Stock	P	110	$345.36	Acquired	156550	Indirect
2020-05-11	Common Stock	P	5557	$345.36	Acquired	1925699	Indirect
2020-05-11	Common Stock	P	31	$346.29	Acquired	156581	Indirect
2020-05-11	Common Stock	P	1549	$346.29	Acquired	1927248	Indirect
2020-05-11	Common Stock	P	52	$347.13	Acquired	156633	Indirect
2020-05-11	Common Stock	P	2648	$347.13	Acquired	1929896	Indirect
2020-05-11	Common Stock	P	63	$348.26	Acquired	156696	Indirect
2020-05-11	Common Stock	P	3169	$348.26	Acquired	1933065	Indirect
2020-05-11	Common Stock	P	167	$349.15	Acquired	156863	Indirect
2020-05-11	Common Stock	P	8431	$349.15	Acquired	1941496	Indirect
2020-05-11	Common Stock	P	101	$349.97	Acquired	156964	Indirect
2020-05-11	Common Stock	P	5099	$349.97	Acquired	1946595	Indirect
2020-05-11	Common Stock	P	244	$350.59	Acquired	157208	Indirect
2020-05-11	Common Stock	P	7761	$350.59	Acquired	1954356	Indirect
2020-05-11	Common Stock	P	450	$351.87	Acquired	157658	Indirect
2020-05-11	Common Stock	P	14350	$351.87	Acquired	1968706	Indirect
2020-05-11	Common Stock	P	1116	$352.61	Acquired	158774	Indirect
2020-05-11	Common Stock	P	35581	$352.61	Acquired	2004287	Indirect
2020-05-11	Common Stock	P	559	$353.48	Acquired	159333	Indirect
2020-05-11	Common Stock	P	17811	$353.48	Acquired	2022098	Indirect
2020-05-11	Common Stock	P	15	$354.28	Acquired	159348	Indirect
2020-05-11	Common Stock	P	485	$354.28	Acquired	2022583	Indirect
2020-05-12	Common Stock	P	39	$337.94	Acquired	159387	Indirect
2020-05-12	Common Stock	P	2560	$337.94	Acquired	2025143	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 $339.73 to $340.7299. 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 $340.73 to $341.7299. 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 $341.73 to $342.7299. 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 $344.73 to $345.7299. 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 $345.73 to $346.7299. 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 $346.73 to $347.7299. 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 $347.73 to $348.7299. 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 $348.73 to $349.7299. 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 $349.73 to $350. 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 $350.07 to $351.0699. 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 $351.07 to $352.0699. 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 $352.07 to $353.0699. 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 $353.07 to $354.0699. 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 $354.07 to $354.34. 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 $337.35 to $338.3499. 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.