SEC Form 4 · accession 0000919574-16-011663

TransDigm Group INC · TDG

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

Reporting owner

Robert J Small

Director

Period of report

Mar 3, 2016

Accepted (ET)

Mar 7, 2016 · 4:55 pm 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}	Mar 3, 2016	P	8,279	$219.2379	A	3,033,355	I	By Berkshire Entities
Common Stock^{F1,F7,F3,F4,F5}	Mar 3, 2016	P	9,221	$220.0797	A	3,042,576	I	By Berkshire Entities
Common Stock^{F1,F8,F3,F4,F5}	Mar 4, 2016	P	700	$219.2829	A	3,043,276	I	By Berkshire Entities
Common Stock^{F1,F9,F3,F4,F5}	Mar 4, 2016	P	950	$221.1226	A	3,044,226	I	By Berkshire Entities
Common Stock^{F1,F10,F3,F4,F5}	Mar 4, 2016	P	11,123	$221.5604	A	3,055,349	I	By Berkshire Entities
Common Stock^{F1,F11,F3,F4,F5}	Mar 4, 2016	P	4,076	$222.4501	A	3,059,425	I	By Berkshire Entities
Common Stock^{F1,F12,F3,F4,F5}	Mar 7, 2016	P	2,679	$221.339	A	3,062,104	I	By Berkshire Entities
Common Stock^{F1,F13,F3,F4,F5}	Mar 7, 2016	P	4,627	$222.0586	A	3,066,731	I	By Berkshire Entities
Common Stock^F2	holding	—	—		—	267,369	I	By Stockbridge Partners LLC
Common Stock^F14	holding	—	—		—	6,113	I	By Family Trusts
Common Stock^F15	holding	—	—		—	22,000	I	By Trust
Common Stock	holding	—	—		—	31,940	D

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 $221.2000 to $222.1999. 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 $222.2000 to $222.9000. 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 $220.6800 to $221.6799. 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 $221.6800 to $222.2500. 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.
F14Represents shares of Common Stock beneficially owned by certain family trusts. The Reporting Person is a trustee and the Reporting Person's immediate family members are beneficiaries of such family trusts.
F15Represents shares of Common Stock beneficially owned by a certain trust. The Reporting Person is a trustee and the Reporting Person's immediate family members are beneficiaries of such trust.
F2Represents shares held by Stockbridge Partners LLC ("SP") 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 SP. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest, if any, therein.
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 and 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 $218.9200 to $219.9199. 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 $219.9200 to $220.4800. 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 $219.2000 to $220.1999. 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 $220.2000 to $221.1999. 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.