TransDigm Group INC — Major Shareholding Notification 2019

Nov 26, 2019

SC 13D/A 1 d8422229_sc13d-a.htm

| UNITED

STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934 (Amendment No. 7/A 1 )*
TRANSDIGM GROUP INCORPORATED
(Name of Issuer)
Common
Stock, par value $.01 per share
(Title
of Class of Securities)
893641100
(CUSIP
Number)
Sharlyn
C. Heslam Berkshire
Partners LLC 200
Clarendon St., 35th Floor Boston,
MA 02116 (617)
227-0050 COPY
TO: Edward
S. Horton, Esq. Seward
& Kissel LLP 1
Battery Park Plaza New
York, NY 10004 (212)
574-1265
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August
27, 2019
(Date
of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: ¨

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 to whom copies are to be sent.

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1 This filing is an amendment to the Schedule 13D, Amendment number 7, dated August 29, 2019, as further described herein.

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CUSIP No. 893641100

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• 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).

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CUSIP No. 893641100

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Explanatory Note: This Amendment No. 7/A is an amendment to the Schedule 13D, Amendment number 7, dated August 29, 2019, and is being filed jointly by the following (each, a " Reporting Person " and, collectively, the " Reporting Persons "): Berkshire Partners Holdings LLC (“ BPH ”), BPSP, L.P. (“ BPSP ”), Berkshire Partners LLC (“ BP ”), Stockbridge Partners LLC (“ SP ”), Berkshire Fund VIII, L.P. (“ Fund VIII ”), Berkshire Fund VIII-A, L.P. (“ Fund VIII-A ”), Berkshire Fund VII, L.P. (" Fund VII "), Berkshire Fund VII-A, L.P. (" Fund VII-A "), Berkshire Investors LLC (" Investors "), Berkshire Investors III LLC (" Investors III "), Berkshire Investors IV LLC (“ Investors IV ”), Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) (" SF "), and Stockbridge Absolute Return Fund, L.P. (" SARF "). Because the Reporting Persons’ prior filing reflected that the Reporting Persons no longer beneficially own greater than 5% of the Issuer’s outstanding Common Stock, this Schedule 13D, Amendment number 7/A, only updates Item 5(e) of the prior filing and does not otherwise reflect the Reporting Persons’ beneficial ownership as of the date hereof.

ITEM 5. Interest in Securities of Issuer.

Item 5(e) is amended in its entirety as follows:

(e) As of August 27, 2019, the Reporting Persons no longer beneficially own more than 5% of the Issuer’s outstanding Common Stock.

ITEM 7. Materials to be Filed as Exhibits.

Exhibit 99.1 Joint Filing Undertaking, dated as of November 26, 2019.

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CUSIP No. 893641100

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Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

DATED: November 26, 2019

| BERKSHIRE PARTNERS HOLDINGS

LLC
By:	/s/ Sharlyn C. Heslam
	Name: Sharlyn C. Heslam
	Title: Managing Director
BPSP, L.P.
By:	Berkshire Partners Holdings LLC, its General Partner
By:	/s/ Sharlyn C. Heslam
	Name: Sharlyn C. Heslam
	Title: Managing Director
Berkshire
Partners LLC
By:	BPSP, L.P., its Managing Member
By:	Berkshire Partners Holdings LLC, its General Partner
By:	/s/ Sharlyn C. Heslam
	Name: Sharlyn C. Heslam
	Title: Managing Director
STOCKBRIDGE PARTNERS
LLC
By:	BPSP,
L.P., its Managing Member
By:	Berkshire Partners Holdings
LLC, its General Partner
By:	/s/
Sharlyn C. Heslam
	Name: Sharlyn C. Heslam Title: Managing Director
BERKSHIRE FUND VIII, L.P.
By:	Eighth Berkshire Associates LLC, its General Partner
By:	/s/ Sharlyn C. Heslam
	Name: Sharlyn C. Heslam
	Title: Managing Director

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CUSIP No. 893641100

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BERKSHIRE FUND VIII-A, L.P.
By:	Eighth Berkshire Associates LLC, its General Partner
By:	/s/ Sharlyn C. Heslam
	Name: Sharlyn C. Heslam
	Title: Managing Director
BERKSHIRE FUND
VII, L.P.
By:	Seventh Berkshire Associates
LLC, its General Partner
By:	/s/
Sharlyn C. Heslam
	Name: Sharlyn C. Heslam
	Title: Managing Director
BERKSHIRE FUND
VII-A, L.P.
By:	Seventh Berkshire Associates
LLC, its General Partner
By:	/s/
Sharlyn C. Heslam
	Name: Sharlyn C. Heslam Title: Managing Director
BERKSHIRE INVESTORS
LLC
By:	/s/
Sharlyn C. Heslam
	Name: Sharlyn C. Heslam Title: Managing Director
BERKSHIRE INVESTORS
III LLC
By:	/s/
Sharlyn C. Heslam
	Name: Sharlyn C. Heslam Title: Managing Director
BERKSHIRE INVESTORS IV LLC
/s/ Sharlyn C. Heslam
Name: Sharlyn C. Heslam
Title: Managing Director

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CUSIP No. 893641100

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| STOCKBRIDGE FUND,

L.P.
By:	Stockbridge Associates LLC, its General Partner
By:	/s/
Sharlyn C. Heslam
	Name: Sharlyn C. Heslam Title: Managing Director
STOCKBRIDGE ABSOLUTE
RETURN FUND, L.P.
By:	Stockbridge Associates LLC, its General Partner
By:	/s/
Sharlyn C. Heslam
	Name: Sharlyn C. Heslam
	Title: Managing Director

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CUSIP No. 893641100

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JOINT FILING UNDERTAKING

The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this amendment to Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this amendment to Schedule 13D jointly on behalf of each such party.

The execution and filing of this agreement shall not be construed as an admission that the below-named parties are a group, or have agreed to act as a group.

DATED: November 26, 2019

| BERKSHIRE PARTNERS HOLDINGS

LLC
By:	/s/ Sharlyn C. Heslam
	Name: Sharlyn C. Heslam
	Title: Managing Director
BPSP, L.P.
By:	Berkshire Partners Holdings LLC, its General Partner
By:	/s/ Sharlyn C. Heslam
	Name: Sharlyn C. Heslam
	Title: Managing Director
Berkshire
Partners LLC
By:	BPSP, L.P., its Managing Member
By:	Berkshire Partners Holdings LLC, its General Partner
By:	/s/ Sharlyn C. Heslam
	Name: Sharlyn C. Heslam
	Title: Managing Director
STOCKBRIDGE PARTNERS
LLC
By:	BPSP,
L.P., its Managing Member
By:	Berkshire Partners Holdings
LLC, its General Partner
By:	/s/
Sharlyn C. Heslam
	Name: Sharlyn C. Heslam Title: Managing Director
BERKSHIRE FUND VIII, L.P.
By:	Eighth Berkshire Associates LLC, its General Partner
By:	/s/ Sharlyn C. Heslam
	Name: Sharlyn C. Heslam
	Title: Managing Director

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CUSIP No. 893641100

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BERKSHIRE FUND VIII-A, L.P.
By:	Eighth Berkshire Associates LLC, its General Partner
By:	/s/ Sharlyn C. Heslam
	Name: Sharlyn C. Heslam
	Title: Managing Director
BERKSHIRE FUND
VII, L.P.
By:	Seventh Berkshire Associates
LLC, its General Partner
By:	/s/
Sharlyn C. Heslam
	Name: Sharlyn C. Heslam
	Title: Managing Director
BERKSHIRE FUND
VII-A, L.P.
By:	Seventh Berkshire Associates
LLC, its General Partner
By:	/s/
Sharlyn C. Heslam
	Name: Sharlyn C. Heslam Title: Managing Director
BERKSHIRE INVESTORS
LLC
By:	/s/
Sharlyn C. Heslam
	Name: Sharlyn C. Heslam Title: Managing Director
BERKSHIRE INVESTORS
III LLC
By:	/s/
Sharlyn C. Heslam
	Name: Sharlyn C. Heslam Title: Managing Director
BERKSHIRE INVESTORS IV LLC
/s/ Sharlyn C. Heslam
Name: Sharlyn C. Heslam
Title: Managing Director

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CUSIP No. 893641100

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| STOCKBRIDGE FUND,

L.P.
By:	Stockbridge Associates LLC, its General Partner
By:	/s/
Sharlyn C. Heslam
	Name: Sharlyn C. Heslam Title: Managing Director
STOCKBRIDGE ABSOLUTE
RETURN FUND, L.P.
By:	Stockbridge Associates LLC, its General Partner
By:	/s/
Sharlyn C. Heslam
	Name: Sharlyn C. Heslam
	Title: Managing Director

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