Sec Form 4 Filing - Henderson Robert S @ TransDigm Group INC - 2015-01-05

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Henderson Robert S
2. Issuer Name and Ticker or Trading Symbol
TransDigm Group INC [ TDG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Exec.V.P.
(Last) (First) (Middle)
TRANSDIGM INC., 35 NORTH LAKE AVENUE SUITE 920
3. Date of Earliest Transaction (MM/DD/YY)
01/05/2015
(Street)
PASADENA, CA91101
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/05/2015 M 12,500 A $ 27.08 21,000 D
Common Stock 01/05/2015 S 4,400 D $ 195.0228 ( 1 ) 16,600 D
Common Stock 01/05/2015 S 700 D $ 195.7164 ( 2 ) 15,900 D
Common Stock 01/05/2015 S 5,500 D $ 197.2197 ( 3 ) 10,400 D
Common Stock 01/05/2015 S 1,900 D $ 197.6945 ( 4 ) 8,500 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 27.08 01/05/2015 M 12,500 09/30/2009 11/17/2018 Common Stock 12,500 $ 0 147,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Henderson Robert S
TRANSDIGM INC.
35 NORTH LAKE AVENUE SUITE 920
PASADENA, CA91101
Exec.V.P.
Signatures
Halle Fine Terrion as attorney in fact for Robert Henderson. 01/06/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $194.45 - $195.42. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
( 2 )Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $195.44 - $196.32. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
( 3 )Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $196.54 - $197.53. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
( 4 )Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $197.54 - $197.99. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

Remarks:
All transactions reported hereunder were made pursuant to an established 10b5-1 plan.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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