TransDigm (TDG) Form 4 TransDigm / W Nicholas Howley ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Howley W Nicholas

(Last) (First) (Middle)

1301 EAST NINTH STREET

SUITE 3000

(Street)

CLEVELAND OH 44114

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TransDigm Group INC [ TDG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/17/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	10/17/2022		M		11,500	A	$111.59(1)	33,047.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/17/2022		S		426	D	$524.6629(2)	32,621.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/17/2022		S		2,152	D	$525.5209(3)	30,469.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/17/2022		S		1,478	D	$526.6006(4)	28,991.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/17/2022		S		1,707	D	$527.3867(5)	27,284.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/17/2022		S		950	D	$528.699(6)	26,334.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/17/2022		S		2,879	D	$529.5319(7)	23,455.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/17/2022		S		1,123	D	$530.6527(8)	22,332.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/17/2022		S		724	D	$531.2908(9)	21,608.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99
Common Stock	10/17/2022		S		61	D	$532.7	21,547.513	I	W. Nicholas Howley Family Trust u/a/d 4/23/99

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	$111.59(1)	10/17/2022		M			11,500	09/30/2016	11/19/2022	Common Stock	11,500	$0.00	0	I	W. Nicholas Howley Family Trust u/a/d 4/23/99

Explanation of Responses:

1. The exercise price has been adjusted for dividends declared since August 1, 2022.

2. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $524.01 - $524.98. 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 $525.01 - $526.00. 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 $526.01 - $527.00. 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.

5. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $527.01 - $527.98. 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.

6. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $528.05 - $529.04. 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.

7. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $529.05 - $530.04. 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.

8. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $530.06 - $531.04. 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.

9. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $531.07 - $531.76. 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.

	Halle Martin as attorney in fact for W. Nicholas Howley.	10/19/2022
	** Signature of Reporting Person	Date
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