TransDigm Group INC — Major Shareholding Notification 2010

Feb 12, 2010

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Schedule 13G (Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 2)*

TransDigm Group Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
893641100
(CUSIP Number)
December 31, 2009
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

CUSIP NO. 893641100 13 G Page 2 of 12

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
	Tiger Global Management,
L.L.C. (“Tiger Management”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
		(a)	o	(b)	x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		3,157,329 shares, of which 69,458 are directly owned by Tiger Global II, L.P.
(“Tiger Global II”), 1,775,058 are directly owned by Tiger Global, L.P.
(“Tiger Global”) and 1,312,813 are directly owned by Tiger Global Master
Fund, L.P. (“TGMF”). Tiger Management
is the investment manager of each of Tiger Global II, Tiger Global and TGMF
and may be deemed to have sole voting power with respect to such shares, and
Charles P. Coleman III (“Coleman”), the managing member of each of Tiger
Management and Tiger Global Performance, L.L.C. (“Tiger Global Performance”),
may be deemed to have sole voting power with respect to such shares; Tiger
Global Performance, the general partner of each of Tiger Global II, Tiger Global
and TGMF, may be deemed to have sole voting power with respect to such shares
directly owned by such entities.
	6	SHARED VOTING POWER
		See response to row 5.
	7	SOLE DISPOSITIVE POWER
		3,157,329 shares, of which 69,458 are directly owned by Tiger Global II,
1,775,058 are directly owned by Tiger Global and 1,312,813 are directly owned
by TGMF. Tiger Management is the
investment manager of each of Tiger Global II, Tiger Global and TGMF and may
be deemed to have sole dispositive power with respect to such shares, and
Coleman, the managing member of each of Tiger Management and Tiger Global
Performance, may be deemed to have sole dispositive power with respect to
such shares; Tiger Global Performance, the general partner of each of Tiger
Global II, Tiger Global and TGMF, may be deemed to have sole dispositive
power with respect to such shares directly owned by such entities.
	8	SHARED DISPOSITIVE POWER
		See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
	REPORTING PERSON		3,157,329
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
	EXCLUDES CERTAIN SHARES*			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
			6.4%
12	TYPE OF REPORTING PERSON*
			OO

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CUSIP NO. 893641100 13 G Page 3 of 12

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
	Tiger Global II,
L.P. (“Tiger Global II”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
		(a)	o	(b)	x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		69,458, except that each of Tiger Global Performance, the general partner of
Tiger Global II, and Tiger Global Management, L.L.C. (“Tiger Management”),
the investment manager of Tiger Global II, may be deemed to have sole voting
power with respect to such shares, and Coleman, the managing member of each
of Tiger Global Performance and Tiger Management, may be deemed to have sole
voting power with respect to such shares.
	6	SHARED VOTING POWER
		See response to row 5.
	7	SOLE DISPOSITIVE POWER
		69,458 shares, except that each of Tiger Global Performance, the general
partner of Tiger Global II, and Tiger Management, the investment manager of
Tiger Global II, may be deemed to have sole dispositive power with respect to
such shares, and Coleman, the managing member of each of Tiger Global
Performance and Tiger Management, may be deemed to have sole dispositive
power with respect to such shares.
	8	SHARED DISPOSITIVE POWER
		See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
	REPORTING PERSON		69,458
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
	EXCLUDES CERTAIN SHARES*			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
			0.1%
12	TYPE OF REPORTING PERSON*
			PN

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CUSIP NO. 893641100 13 G Page 4 of 12

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
	Tiger Global, L.P.
(“Tiger Global”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
		(a)	o	(b)	x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		1,775,058 shares, except that each of Tiger Global Performance, the general
partner of Tiger Global, and Tiger Management, the investment manager of
Tiger Global, may be deemed to have sole voting power with respect to such
shares, and Coleman, the managing member of each of Tiger Global Performance
and Tiger Management, may be deemed to have sole voting power with respect to
such shares.
	6	SHARED VOTING POWER
		See response to row 5.
	7	SOLE DISPOSITIVE POWER
		1,775,058 shares, except that each of Tiger Global Performance, the general
partner of Tiger Global, and Tiger Management, the investment manager of
Tiger Global, may be deemed to have sole dispositive power with respect to
such shares, and Coleman, the managing member of each of Tiger Global
Performance and Tiger Management, may be deemed to have sole dispositive
power with respect to such shares.
	8	SHARED DISPOSITIVE POWER
		See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
	REPORTING PERSON		1,775,058
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
	EXCLUDES CERTAIN SHARES*			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
			3.6%
12	TYPE OF REPORTING PERSON*
			PN

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CUSIP NO. 893641100 13 G Page 5 of 12

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
	Tiger Global Performance,
L.L.C. (“Tiger Global Performance”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
		(a)	o	(b)	x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		3,157,329 shares, of which 69,458 are directly owned by Tiger Global II,
1,775,058 are directly owned by Tiger Global, and 1,312,813 are directly
owned by TGMF. Tiger Global
Performance is the general partner of each of Tiger Global II, Tiger Global
and TGMF and may be deemed to have sole voting power with respect to such shares,
Tiger Management is the investment manager of each of Tiger Global II, Tiger
Global and TGMF and may be deemed to have sole voting power with respect to
such shares and Coleman, the managing member of each of Tiger Global
Performance and Tiger Management, may be deemed to have sole voting power
with respect to such shares.
	6	SHARED VOTING POWER
		See response to row 5.
	7	SOLE DISPOSITIVE POWER
		3,157,329 shares, of which 69,458 are directly owned by Tiger Global II,
1,775,058 are directly owned by Tiger Global and 1,312,813 are directly owned
by TGMF. Tiger Global Performance is
the general partner of each of Tiger Global II, Tiger Global and TGMF and may
be deemed to have sole dispositive power with respect to such shares, Tiger
Management is the investment manager of each of Tiger Global II, Tiger Global
and TGMF and may be deemed to have sole dispositive power with respect to
such shares and Coleman, the managing member of each of Tiger Global
Performance and Tiger Management, may be deemed to have sole dispositive
power with respect to such shares.
	8	SHARED DISPOSITIVE POWER
		See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
	REPORTING PERSON		3,157,329
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
	EXCLUDES CERTAIN SHARES*			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
			6.4%
12	TYPE OF REPORTING PERSON*
			OO

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CUSIP NO. 893641100 13 G Page 6 of 12

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
	Tiger Global Master
Fund, L.P. (“TGMF”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
		(a)	o	(b)	x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		1,312,813 shares, except that Tiger Management, the investment manager of
TGMF, may be deemed to have sole voting power with respect to such shares,
Tiger Global Performance, the general partner of TGMF, may be deemed to have
sole voting power with respect to such shares, and Coleman, the managing
member of each of Tiger Management and Tiger Global Performance, may be
deemed to have sole voting power with respect to such shares.
	6	SHARED VOTING POWER
		See response to row 5.
	7	SOLE DISPOSITIVE POWER
		1,312,813 shares, except that Tiger Management, the investment manager of
TGMF, may be deemed to have sole dispositive power with respect to such
shares, Tiger Global Performance, the general partner of TGMF, may be deemed
to have sole dispositive power with respect to such shares, and Coleman, the
managing member of each of Tiger Management and Tiger Global Performance, may
be deemed to have sole dispositive power with respect to such shares.
	8	SHARED DISPOSITIVE POWER
		See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
	REPORTING PERSON		1,312,813
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
	EXCLUDES CERTAIN SHARES*			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
			2.7%
12	TYPE OF REPORTING PERSON*
			PN

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CUSIP NO. 893641100 13 G Page 7 of 12

1	NAME OF REPORTING PERSON
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
	Charles P.
Coleman III (“Coleman”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
		(a)	o	(b)	x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	U.S. Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER
		3,157,329 shares, of which 69,458 are directly owned by Tiger Global II,
1,775,058 are directly owned by Tiger Global, and 1,312,813 are directly
owned by TGMF. Coleman is the
managing member of each of Tiger Global Performance (the general partner of
each of Tiger Global II, Tiger Global and TGMF) and Tiger Management (the
investment manager of each of Tiger Global II, Tiger Global and TGMF) and may
be deemed to have sole voting power with respect to such shares.
	6	SHARED VOTING POWER
		See response to row 5.
	7	SOLE DISPOSITIVE POWER
		3,157,329 shares, of which 69,458 are directly owned by Tiger Global II,
1,775,058 are directly owned by Tiger Global and 1,312,813 are directly owned
by TGMF. Coleman is the managing
member of each of Tiger Global Performance (the general partner of each of
Tiger Global II, Tiger Global and TGMF) and Tiger Management (the investment
manager of each of Tiger Global II, Tiger Global and TGMF) and may be deemed
to have sole dispositive power with respect to such shares.
	8	SHARED DISPOSITIVE POWER
		See response to row 7.
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
	REPORTING PERSON		3,157,329
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
	EXCLUDES CERTAIN SHARES*			o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
			6.4%
12	TYPE OF REPORTING PERSON*
			IN

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CUSIP NO. 893641100 13 G Page 8 of 12

| This Amendment No. 2 amends the Schedule 13G filed
with the Securities and Exchange Commission on July 5, 2007, as amended by
Amendment No. 1 on February 12, 2009 by Tiger Global Management, L.L.C., a
Delaware limited liability company, Tiger Global II, L.P., a Delaware limited
partnership, Tiger Global, L.P., a Delaware limited partnership, Tiger Global
Performance, L.L.C., a Delaware limited liability company, Tiger Global Master
Fund, L.P., a Cayman Islands limited partnership, and Charles P. Coleman
III. The foregoing entities and
individual are collectively referred to as the “Reporting Persons.” Only those items as to which there has been
a change are included in this Amendment No. 2. | |
| --- | --- |
| ITEM 4. | OWNERSHIP |
| | Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1. |

| (a) | Amount
beneficially owned : | |
| --- | --- | --- |
| | See Row 9 of
cover page for each Reporting Person. | |
| (b) | Percent of
Class : | |
| | See Row 11
of cover page for each Reporting Person. | |
| (c) | Number of
shares as to which such person has : | |
| | (i) | Sole power
to vote or to direct the vote : |
| | | See Row 5 of
cover page for each Reporting Person. |
| | (ii) | Shared power
to vote or to direct the vote : |
| | | See Row 6 of
cover page for each Reporting Person. |
| | (iii) | Sole power
to dispose or to direct the disposition of : |
| | | See Row 7 of
cover page for each Reporting Person. |
| | (iv) | Shared power
to dispose or to direct the disposition of : |
| | | See Row 8 of
cover page for each Reporting Person. |

CUSIP NO. 893641100 13 G Page 9 of 12

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2010
Tiger Global Management, L.L.C.	/s/ Charles
P. Coleman III
	Signature
	Charles P.
Coleman III
	Managing Member
Tiger Global II, L.P.	/s/ Charles
P. Coleman III
By Tiger Global Performance, L.L.C.	Signature
Its General Partner
	Charles P.
Coleman III
	Managing Member
Tiger Global, L.P.	/s/ Charles
P. Coleman III
By Tiger Global Performance, L.L.C.	Signature
Its General Partner
	Charles P.
Coleman III
	Managing Member
Tiger Global Master Fund, L.P.	/s/ Charles
P. Coleman III
By Tiger Global Performance, L.L.C.	Signature
Its General Partner
	Charles P.
Coleman III
	Managing Member
Tiger Global Performance, L.L.C.	/s/ Charles
P. Coleman III
	Signature
	Charles P.
Coleman III
	Managing Member
Charles P. Coleman III	/s/ Charles
P. Coleman III
	Signature

CUSIP NO. 893641100 13 G Page 10 of 12

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

CUSIP NO. 893641100 13 G Page 11 of 12

EXHIBIT INDEX

Exhibit	Found on Sequentially Numbered Page
Exhibit A: Agreement of Joint Filing	12

CUSIP NO. 893641100 13 G Page 12 of 12

EXHIBIT A

Agreement of Joint Filing

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of TransDigm Group Incorporated shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.