SEC Form 4 · accession 0000919574-16-017160
TransDigm Group INC · TDG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert J Small
Director
Period of report
Dec 12, 2016
Accepted (ET)
Dec 14, 2016 · 4:22 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 StockF1,F6,F3,F4,F5 | Dec 12, 2016 | P | 20,638 | $246.1421 | A | 3,153,187 | I | By Berkshire Entities |
| Common StockF2,F6 | Dec 12, 2016 | P | 6,162 | $246.1421 | A | 290,408 | I | By Stockbridge Partners LLC |
| Common StockF1,F7,F3,F4,F5 | Dec 12, 2016 | P | 25,911 | $247.2736 | A | 3,179,098 | I | By Berkshire Entities |
| Common StockF2,F7 | Dec 12, 2016 | P | 7,735 | $247.2736 | A | 298,143 | I | By Stockbridge Partners LLC |
| Common StockF1,F8,F3,F4,F5 | Dec 12, 2016 | P | 18,097 | $248.1602 | A | 3,197,195 | I | By Berkshire Entities |
| Common StockF2,F8 | Dec 12, 2016 | P | 5,403 | $248.1602 | A | 303,546 | I | By Stockbridge Partners LLC |
| Common StockF1,F9,F3,F4,F5 | Dec 13, 2016 | P | 6,581 | $247.8912 | A | 3,203,776 | I | By Berkshire Entities |
| Common StockF2,F9 | Dec 13, 2016 | P | 1,451 | $247.8912 | A | 304,997 | I | By Stockbridge Partners LLC |
| Common StockF10 | holding | — | — | — | 6,113 | I | By Family Trusts | |
| Common StockF11 | 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.
- F10Represents 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.
- F11Represents 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 acquired 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 within the range of $245.6700 to $246.6699. 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 within the range of $246.6700 to $247.6699. 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 within the range of $247.6700 to $248.3500. 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 within the range of $247.6300 to $247.9400. 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.