TransDigm Group INC — Director's Dealing 2023

Feb 14, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransDigm Group INC (TDG)
CIK: 0001260221
Period of Report: 2023-02-09

Reporting Person: SMALL ROBERT J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-10	Common Stock	S	70	$738.28	Disposed	198967	Indirect
2023-02-10	Common Stock	S	1942	$738.28	Disposed	1554879	Indirect
2023-02-10	Common Stock	S	82	$740.23	Disposed	198885	Indirect
2023-02-10	Common Stock	S	2261	$740.23	Disposed	1552618	Indirect
2023-02-10	Common Stock	S	7	$746.11	Disposed	198878	Indirect
2023-02-10	Common Stock	S	193	$746.11	Disposed	1552425	Indirect
2023-02-13	Common Stock	S	509	$729.80	Disposed	198369	Indirect
2023-02-13	Common Stock	S	17369	$729.80	Disposed	1535056	Indirect
2023-02-13	Common Stock	S	392	$731.81	Disposed	197977	Indirect
2023-02-13	Common Stock	S	13360	$731.81	Disposed	1521696	Indirect
2023-02-13	Common Stock	S	751	$735.28	Disposed	197226	Indirect
2023-02-13	Common Stock	S	25619	$735.28	Disposed	1496077	Indirect
2023-02-13	Common Stock	S	840	$737.20	Disposed	196386	Indirect
2023-02-13	Common Stock	S	28648	$737.20	Disposed	1467429	Indirect
2023-02-13	Common Stock	S	493	$737.88	Disposed	195893	Indirect
2023-02-13	Common Stock	S	16827	$737.88	Disposed	1450602	Indirect
2023-02-13	Common Stock	S	614	$738.94	Disposed	195279	Indirect
2023-02-13	Common Stock	S	20930	$738.94	Disposed	1429672	Indirect
2023-02-13	Common Stock	S	499	$740.19	Disposed	194780	Indirect
2023-02-13	Common Stock	S	17034	$740.19	Disposed	1412638	Indirect
2023-02-13	Common Stock	S	91	$740.66	Disposed	194689	Indirect
2023-02-13	Common Stock	S	3098	$740.66	Disposed	1409540	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 IX, L.P. ("IX"), Berkshire Fund IX-A, L.P. ("IX-A"), Berkshire Investors III LLC ("Investors III"), Berkshire Investors IV LLC ("Investors IV") and Stockbridge Fund, L.P. ("SF") (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 IX, IX-A, Investors III and Investors IV ("BP"), and SP, the registered investment adviser to SF. 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 SF. The Reporting Person is a managing member of each of BPH, BPSP, BP, SP, 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 $738.075 to $739.0749. 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 sold at each separate price within the range 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 $740.075 to $741.0749. 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 sold 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 $746.075 to $746.11. 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 sold 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 $729.5156 to $730.5155. 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 sold 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 $731.5156 to $732.5155. 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 sold 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 $734.5156 to $735.5155. 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 sold 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 $736.5156 to $737.5155. 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 sold 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 $737.5156 to $738.5155. 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 sold 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 $738.5156 to $739.5155. 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 sold 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 $739.5156 to $740.5155. 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 sold 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 $740.5156 to $740.658. 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 sold at each separate price within the range set forth in this footnote.