| 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, par value $0.01 per share
| 09/08/2009 | | S | |
5,426
| D | $
44.4601
|
10,852
|
I
|
See footnote
|
|
Common Stock, par value $0.01 per share
| 09/09/2009 | | S | |
5,426
| D | $
44.939
|
5,426
|
I
|
See footnote
|
|
Common Stock, par value $0.01 per share
| 09/10/2009 | | S | |
5,426
| D | $
45.2427
|
0
|
I
|
See footnote
|
|
Common Stock, par value $0.01 per share
| 09/22/2009 | | A | |
324
| A | $
46.22
|
324
|
D
| |
|
Common Stock, par value $0.01 per share
| | | | | | | |
2,778
|
D
| |
|
Common Stock, par value $0.01 per share
| | | | | | | |
15,422
|
D
| |
|
Common Stock (restricted), par value $0.01 per share
| | | | | | | |
787
|
D
| |
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 Underlying Securities
(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 of Derivative Security: 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 Options (right to buy)
| $
27.08
| | | | | | | 09/30/2009 | 11/17/2018 |
Common Stock
|
15,900
| |
15,900
|
D
| |
|
Stock Options (right to buy)
| $
6.68
| | | | | | | 07/22/2003 | 07/22/2013 |
Common Stock, par value $0.01 per share
|
26,419
| |
26,419
|
D
| |
|
Stock Options (right to buy)
| $
6.68
| | | | | | | 07/22/2003 | 07/22/2013 |
Common Stock, par value $0.01 per share
|
81,677
| |
81,677
|
D
| |
| /s/ Michael Graff | 09/23/2009 |
| ** Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
EXHIBIT
99.1
Explanation
of Responses
Prior to the transactions
reported herein, TD Group Holdings, LLC (TD LLC) owned an aggregate of 16,278
shares of common stock (the Common Stock), par value $0.01 per share, of
TransDigm Group Incorporated (the Company).
From September 8, 2009 through September 10, 2009, TD LLC sold an
aggregate of 16,278 shares of Common Stock in transactions effected pursuant to
Rule 144 of the Securities Act of 1933, as amended. As these sales were effected in multiple transactions,
the price reported in Column 4 represents the weighted average price of the
shares of Common Stock sold each day.
Warburg Pincus Private Equity VIII, L.P., a Delaware limited
partnership, including two affiliated partnerships (WP VIII), is the managing
member of TD LLC, and, as such, has voting and investment power over the Common
Stock held by TD LLC, including the Common Stock with respect to which WP VIII
does not have a pecuniary interest. WP
VIII disclaims beneficial ownership of all Common Stock to which WP VIII does
not have a pecuniary interest. Warburg Pincus Partners, LLC, a New York limited
liability company (WP Partners LLC), a subsidiary of Warburg Pincus &
Co., a New York general partnership (WP), is the sole general partner of WP
VIII. WP VIII is managed by Warburg
Pincus LLC, a New York limited liability company (WP LLC and together with
WP, WP VIII and WP Partners LLC, the Warburg Pincus Entities). Michael Graff, a director of the Company, is
a General Partner of WP and Managing Director and Member of WP LLC and by
reason of the provisions of Rule 16a-1 under the Securities Exchange Act of
1934, as amended, Mr. Graff may be deemed to be the beneficial owner of an
indeterminate portion of the shares of Common Stock beneficially owned by TD
LLC. Mr. Graff disclaims beneficial ownership of all shares held by TD LLC
except to the extent of any pecuniary interest therein. WP Partners LLC and WP
LLC may be deemed to have an indirect pecuniary interest (within the meaning of
Rule 16a-1 under the Securities Exchange Act of 1934, as amended) in an
indeterminate portion of the shares of Common Stock held by TD LLC. WP Partners
LLC and WP LLC disclaim beneficial ownership of all such shares held by TD LLC
except to the extent of any pecuniary interest therein. Charles R. Kaye and
Joseph P. Landy are Managing General Partners of WP and Managing Members and
Co-Presidents of WP LLC and may be deemed to control the Warburg Pincus
Entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares of
Common Stock held by TD LLC except to the extent of any pecuniary interest
therein. The address of the Warburg Pincus Entities is 450 Lexington Avenue,
New York, New York 10017.