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TransDigm Group INC — Major Shareholding Notification 2011
Feb 11, 2011
29928_mrq_2011-02-11_bef9f397-441e-4da4-b3b0-913c6120b037.zip
Major Shareholding Notification
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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. 3)*
| TransDigm Group Incorporated |
|---|
| (Name of Issuer) |
| Common Stock, par value $0.01 per share |
| (Title of Class of Securities) |
| 893641100 |
| (CUSIP Number) |
| December 31, 2010 |
| (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 persons 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)
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 |
| 1,353,500 | ||
| shares, of which 30,436 are directly owned by Tiger Global II, L.P. (Tiger | ||
| Global II), 736,182 are directly owned by Tiger Global, L.P. (Tiger Global) | ||
| and 586,882 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 | |
| 1,353,500 | ||
| shares, of which 30,436 are directly owned by Tiger Global II, 736,182 are | ||
| directly owned by Tiger Global and 586,882 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 | 1,353,500 | |
| 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* | OO |
- SEE INSTRUCTIONS BEFORE FILLING OUT!
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 |
| 30,436, | ||
| 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 | |
| 30,436 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 | 30,436 | |
| 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 |
- SEE INSTRUCTIONS BEFORE FILLING OUT!
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 |
| 736,182 | ||
| 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 | |
| 736,182 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 | 736,182 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) | |
| EXCLUDES CERTAIN SHARES* | o | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.5% |
| 12 | TYPE OF REPORTING PERSON* | PN |
- SEE INSTRUCTIONS BEFORE FILLING OUT!
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 |
| 1,353,500 | ||
| shares, of which 30,436 are directly owned by Tiger Global II, 736,182 are | ||
| directly owned by Tiger Global, and 586,882 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 | |
| 1,353,500 | ||
| shares, of which 30,436 are directly owned by Tiger Global II, 736,182 are | ||
| directly owned by Tiger Global and 586,882 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 | 1,353,500 | |
| 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* | OO |
- SEE INSTRUCTIONS BEFORE FILLING OUT!
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 |
| 586,882 | ||
| 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 | |
| 586,882 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 | 586,882 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) | |
| EXCLUDES CERTAIN SHARES* | o | |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 1.2% |
| 12 | TYPE OF REPORTING PERSON* | PN |
- SEE INSTRUCTIONS BEFORE FILLING OUT!
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 |
| 1,353,500 | ||
| shares, of which 30,436 are directly owned by Tiger Global II, 736,182 are | ||
| directly owned by Tiger Global, and 586,882 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 | |
| 1,353,500 | ||
| shares, of which 30,436 are directly owned by Tiger Global II, 736,182 are | ||
| directly owned by Tiger Global and 586,882 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 | 1,353,500 | |
| 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* | IN |
- SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 8 of 12
This Amendment No. 3 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 and Amendment No. 2 on February 12, 2010 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. 3.
| ITEM 4. |
|---|
| 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. |
| ITEM 5. |
| --- |
| If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more than 5 percent of the class of securities, check the
following: x |
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 11, 2011
| 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 |
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 representatives 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)
Page 11 of 12
EXHIBIT INDEX
| Exhibit | Found on Sequentially Numbered Page |
|---|---|
| Exhibit A: | |
| Agreement of Joint Filing | 12 |
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.