SEC Form 4 · accession 0000899243-16-013475

TransDigm Group INC · TDG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Robert J Small

Director

Period of report

Feb 11, 2016

Accepted (ET)

Feb 17, 2016 · 9:30 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001260221

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^{F1,F6,F3,F4,F5}	Feb 11, 2016	P	3,628	$185.5102	A	2,499,019	I	By Berkshire Entities
Common Stock^F2,F6	Feb 11, 2016	P	103	$185.5102	A	215,759	I	By Stockbridge Partners LLC
Common Stock^{F1,F7,F3,F4,F5}	Feb 11, 2016	P	24,087	$186.7174	A	2,523,106	I	By Berkshire Entities
Common Stock^F2,F7	Feb 11, 2016	P	681	$186.7174	A	216,440	I	By Stockbridge Partners LLC
Common Stock^{F1,F8,F3,F4,F5}	Feb 11, 2016	P	116,453	$187.4124	A	2,639,559	I	By Berkshire Entities
Common Stock^F2,F8	Feb 11, 2016	P	3,294	$187.4124	A	219,734	I	By Stockbridge Partners LLC
Common Stock^{F1,F9,F3,F4,F5}	Feb 11, 2016	P	18,418	$188.4749	A	2,657,977	I	By Berkshire Entities
Common Stock^F2,F9	Feb 11, 2016	P	521	$188.4749	A	220,255	I	By Stockbridge Partners LLC
Common Stock^{F1,F10,F3,F4,F5}	Feb 11, 2016	P	51,826	$189.5764	A	2,709,803	I	By Berkshire Entities
Common Stock^F2,F10	Feb 11, 2016	P	1,466	$189.5764	A	221,721	I	By Stockbridge Partners LLC
Common Stock^{F1,F11,F3,F4,F5}	Feb 11, 2016	P	28,712	$190.1633	A	2,738,515	I	By Berkshire Entities
Common Stock^F2,F11	Feb 11, 2016	P	811	$190.1633	A	222,532	I	By Stockbridge Partners LLC
Common Stock^{F1,F12,F3,F4,F5}	Feb 12, 2016	P	18,142	$191.355	A	2,756,657	I	By Berkshire Entities
Common Stock^F2,F12	Feb 12, 2016	P	2,033	$191.355	A	224,565	I	By Stockbridge Partners LLC
Common Stock^{F1,F13,F3,F4,F5}	Feb 12, 2016	P	12,117	$192.0758	A	2,768,774	I	By Berkshire Entities
Common Stock^F2,F13	Feb 12, 2016	P	1,358	$192.0758	A	225,923	I	By Stockbridge Partners LLC
Common Stock^{F1,F14,F3,F4,F5}	Feb 12, 2016	P	4,947	$192.972	A	2,773,721	I	By Berkshire Entities
Common Stock^F2,F14	Feb 12, 2016	P	555	$192.972	A	226,478	I	By Stockbridge Partners LLC
Common Stock^{F1,F15,F3,F4,F5}	Feb 12, 2016	P	2,453	$193.9698	A	2,776,174	I	By Berkshire Entities
Common Stock^F2,F15	Feb 12, 2016	P	275	$193.9698	A	226,753	I	By Stockbridge Partners LLC
Common Stock^{F1,F16,F3,F4,F5}	Feb 12, 2016	P	140,022	$195.1754	A	2,916,196	I	By Berkshire Entities
Common Stock^F2,F16	Feb 12, 2016	P	15,696	$195.1754	A	242,449	I	By Stockbridge Partners LLC
Common Stock^{F1,F17,F3,F4,F5}	Feb 12, 2016	P	2,160	$195.7479	A	2,918,356	I	By Berkshire Entities
Common Stock^F2,F17	Feb 12, 2016	P	242	$195.7479	A	242,691	I	By Stockbridge Partners LLC
Common Stock^{F1,F18,F3,F4,F5}	Feb 16, 2016	P	4,342	$196.9648	A	2,922,698	I	By Berkshire Entities
Common Stock^F2,F18	Feb 16, 2016	P	2,239	$196.9648	A	244,930	I	By Stockbridge Partners LLC
Common Stock^{F1,F19,F3,F4,F5}	Feb 16, 2016	P	2,663	$197.4836	A	2,925,361	I	By Berkshire Entities
Common Stock^F2,F19	Feb 16, 2016	P	1,373	$197.4836	A	246,303	I	By Stockbridge Partners LLC
Common Stock^{F1,F20,F3,F4,F5}	Feb 16, 2016	P	4,468	$198.9949	A	2,929,829	I	By Berkshire Entities
Common Stock^F2,F20	Feb 16, 2016	P	2,305	$198.9949	A	248,608	I	By Stockbridge Partners LLC

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Represents shares acquired by certain of the Berkshire Entities (as defined below), consistent with their investment objective of achieving capital appreciation by investing primarily in marketable securities. This Form 4 has been filed because the Reporting Person is a director of the Issuer and a managing member of, or managing member of the general partner of, each of the Berkshire Entities. As such, the Reporting Person may be deemed to have shared voting and/or dispositive power over the shares held by the Berkshire Entities. However, the Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
F10The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $188.9900 to $189.9899. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
F11The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $189.9900 to $190.6800. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
F12The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $190.7400 to $191.7399. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
F13The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $191.7400 to $192.7399. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
F14The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $192.7400 to $193.7399. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
F15The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $193.7400 to $194.7399. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
F16The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $194.7400 to $195.7399. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
F17The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $195.7400 to $195.7500. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
F18The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $196.3600 to $197.3599. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
F19The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $197.3600 to $198.3599. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
F2Represents shares acquired by Stockbridge Partners LLC ("SP") and held on behalf of a managed account over which it has shared voting and sole dispositive power. This Form 4 has been filed because the Reporting Person is a director of the Issuer and a managing member of SP. As such, the Reporting Person may be deemed to have shared voting and/or dispositive power over the shares held by Stockbridge Partners LLC. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest, if any, therein.
F20The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $198.3600 to $199.3599. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
F3Owned by Berkshire Fund VII, L.P. ("VII"), Berkshire Fund VII-A, L.P. ("VII-A"), Berkshire Fund VIII, L.P. ("VIII"), Berkshire Fund VIII-A, L.P. ("VIII-A"), Berkshire Investors LLC ("Investors"), Berkshire Investors III LLC ("Investors III"), Berkshire Investors IV LLC ("Investors IV"), Stockbridge Fund, L.P. ("SF"), Stockbridge Absolute Return Fund, L.P. ("SARF") and Stockbridge Master Fund (OS), L.P. ("SOS") (collectively, the "Berkshire Entities"). Berkshire Partners Holdings LLC ("BPH") is the general partner of BPSP, L.P. ("BPSP"), which is the managing member of each of Berkshire Partners LLC, the registered investment adviser to VII, VII-A, VIII, VIII-A, Investors, Investors III, Investors IV ("BP") and SP, the registered investment adviser to SF, SARF and SOS. Seventh Berkshire Associates LLC ("7BA") is the general partner of each of VII and VII-A.
F4(Continued from footnote 3): Eighth Berkshire Associates LLC ("8BA") is the general partner of each of VIII and VIII-A. Stockbridge Associates LLC ("SA") is the general partner of SF, SARF and SOS.
F5The Reporting Person is a managing member of each of BPH, BPSP, BP, SP, 8BA, 7BA, SA, Investors, Investors III and Investors IV. As such, the Reporting Person may be deemed to have shared voting and/or dispositive power over the shares held by such entities. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
F6The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $184.9900 to $185.9899. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
F7The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $185.9900 to $186.9899. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
F8The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $186.9900 to $187.9899. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
F9The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions ranging from $187.9900 to $188.9899. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.

Remarks

Form 1 of 2