SEC Form 4 · accession 0000919574-19-001957
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 20, 2019
Accepted (ET)
Feb 22, 2019 · 4:32 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 | Feb 20, 2019 | S | 32,881 | $433.25 | D | 294,800 | I | By Stockbridge Partners LLC |
| Common StockF2,F3,F4 | Feb 20, 2019 | S | 104,119 | $433.25 | D | 3,181,940 | I | By Berkshire Entities |
| Common StockF2,F3,F4 | Feb 20, 2019 | S | 174,734 | $434.895 | D | 3,007,206 | I | By Berkshire Entities |
| Common StockF1 | Feb 20, 2019 | S | 55,206 | $434.895 | D | 239,594 | I | By Stockbridge Partners LLC |
| Common StockF2,F3,F5 | Feb 20, 2019 | P | 229,940 | $434.895 | A | 3,237,146 | I | By Berkshire Entities |
| Common StockF6 | holding | — | — | — | 6,113 | I | By Family Trusts | |
| Common StockF7 | holding | — | — | — | 16,765 | I | By Trust | |
| Common Stock | holding | — | — | — | 37,175 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents 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 share voting and dispositive power with respect to the shares of the Issuer's common stock held by SP. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent, if any, of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F2Represents shares held directly or indirectly 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") and Stockbridge Absolute Return Fund, L.P. ("SARF") (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 and SARF. Seventh Berkshire Associates LLC ("7BA") is the general partner of each of VII and VII-A. Eighth Berkshire Associates LLC ("8BA") is the general partner of each of VIII and VIII-A.
- F3[Continued from Footnote 2] Stockbridge Associates LLC ("SA") is the general partner of each of SF and SARF. The 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 share voting and dispositive power with respect to the shares of the Issuer's common stock held by the Berkshire Entities. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent, if any, of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- F4On February 20, 2019, SF and SARF sold 278,805 and 48 shares, respectively, of the Issuer's common stock.
- F5On February 20, 2019, VIII, VIII-A, Investors III and Investors IV indirectly purchased an aggregate of 149,571, 62,148, 3,865 and 14,356 shares, respectively, of the Issuer's common stock.
- F6Represents shares of the Issuer's 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.
- F7Represents shares of the Issuer's common stock beneficially owned by a trust. The Reporting Person is a trustee and the Reporting Person's immediate family members are beneficiaries of such trust.