TransDigm Group INC — Director's Dealing 2023

Nov 21, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2023-11-16

Reporting Person: SMALL ROBERT J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-11-16	Common Stock	S	2476	$988.1660	Disposed	188695	Indirect
2023-11-16	Common Stock	S	12524	$988.1660	Disposed	968224	Indirect
2023-11-16	Common Stock	S	825	$990.5241	Disposed	187870	Indirect
2023-11-16	Common Stock	S	4175	$990.5241	Disposed	964049	Indirect
2023-11-17	Common Stock	S	1863	$956.6810	Disposed	186007	Indirect
2023-11-17	Common Stock	S	18137	$956.6810	Disposed	945912	Indirect
2023-11-17	Common Stock	S	1509	$957.6724	Disposed	184498	Indirect
2023-11-17	Common Stock	S	14691	$957.6724	Disposed	931221	Indirect
2023-11-17	Common Stock	S	978	$958.5904	Disposed	183520	Indirect
2023-11-17	Common Stock	S	9522	$958.5904	Disposed	921699	Indirect
2023-11-20	Common Stock	S	395	$961.0945	Disposed	183125	Indirect
2023-11-20	Common Stock	S	3605	$961.0945	Disposed	918094	Indirect
2023-11-20	Common Stock	S	592	$962.9874	Disposed	182533	Indirect
2023-11-20	Common Stock	S	5408	$962.9874	Disposed	912686	Indirect
2023-11-20	Common Stock	S	395	$964.5219	Disposed	182138	Indirect
2023-11-20	Common Stock	S	3605	$964.5219	Disposed	909081	Indirect
2023-11-20	Common Stock	S	661	$965.3309	Disposed	181477	Indirect
2023-11-20	Common Stock	S	6040	$965.3309	Disposed	903041	Indirect
2023-11-20	Common Stock	S	1412	$966.3381	Disposed	180065	Indirect
2023-11-20	Common Stock	S	12887	$966.3381	Disposed	890154	Indirect
2023-11-20	Common Stock	S	450	$968.538	Disposed	179615	Indirect
2023-11-20	Common Stock	S	4108	$968.538	Disposed	886046	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	30945	Direct
Common Stock	60246	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 by Stockbridge Fund, L.P. ("SF"). Berkshire Partners Holdings LLC ("BPH") is the general partner of BPSP, L.P. ("BPSP"), which is the managing member of SP, the registered investment adviser to SF. Stockbridge Associates LLC ("SA") is the general partner of SF. The Reporting Person is a managing member of each of BPH, BPSP, SP and SA. 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 SF. 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.

F3: Represents shares of Common Stock beneficially owned by certain family trusts. The Reporting Person's immediate family members are beneficiaries of such family trusts.

F4: Represents shares of Common Stock held directly by the Reporting Person.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $987.8029 to $988.8028. 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 range 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 $989.8029 to $990.5241. 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 range 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 $956.3238 to $957.3237. 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 range 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 $957.3238 to $958.3237. 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 range 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 $958.3238 to $958.8363. 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 range 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 $960.95 to $961.9499. 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 range 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 $962.95 to $963.9499. 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 range 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 $963.95 to $964.9499. 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 range 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 $964.95 to $965.9499. 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 range 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 $965.95 to $966.9499. 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 range 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 $967.95 to $968.8363. 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 range set forth in this footnote.