| 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
| | | | | | | |
31,281
|
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
| |
| /s/ David Barr | 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). David Barr, 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. Barr may be deemed to be
the beneficial owner of an indeterminate portion of the shares of Common Stock
beneficially owned by TD LLC. Mr. Barr 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.