0000919574-16-017160.txt : 20161214 0000919574-16-017160.hdr.sgml : 20161214 20161214162202 ACCESSION NUMBER: 0000919574-16-017160 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161212 FILED AS OF DATE: 20161214 DATE AS OF CHANGE: 20161214 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TransDigm Group INC CENTRAL INDEX KEY: 0001260221 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 510484716 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 1301 EAST 9TH STREET STREET 2: SUITE 3000 CITY: CLEVELAND STATE: OH ZIP: 44114 BUSINESS PHONE: 216 706 2960 MAIL ADDRESS: STREET 1: 1301 EAST 9TH STREET STREET 2: SUITE 3000 CITY: CLEVELAND STATE: OH ZIP: 44114 FORMER COMPANY: FORMER CONFORMED NAME: TD HOLDING CORP DATE OF NAME CHANGE: 20030818 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMALL ROBERT J CENTRAL INDEX KEY: 0001234544 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32833 FILM NUMBER: 162051326 4 1 small_tdg-12142016.xml OWNERSHIP DOCUMENT X0306 4 2016-12-12 0 0001260221 TransDigm Group INC TDG 0001234544 SMALL ROBERT J C/O BERKSHIRE PARTNERS LLC 200 CLARENDON STREET, 35TH FLOOR BOSTON MA 02116 1 0 0 0 Common Stock 2016-12-12 4 P 0 20638 246.1421 A 3153187 I By Berkshire Entities Common Stock 2016-12-12 4 P 0 6162 246.1421 A 290408 I By Stockbridge Partners LLC Common Stock 2016-12-12 4 P 0 25911 247.2736 A 3179098 I By Berkshire Entities Common Stock 2016-12-12 4 P 0 7735 247.2736 A 298143 I By Stockbridge Partners LLC Common Stock 2016-12-12 4 P 0 18097 248.1602 A 3197195 I By Berkshire Entities Common Stock 2016-12-12 4 P 0 5403 248.1602 A 303546 I By Stockbridge Partners LLC Common Stock 2016-12-13 4 P 0 6581 247.8912 A 3203776 I By Berkshire Entities Common Stock 2016-12-13 4 P 0 1451 247.8912 A 304997 I By Stockbridge Partners LLC Common Stock 6113 I By Family Trusts Common Stock 22000 I By Trust Common Stock 31940 D Represents 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. Represents 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. Owned 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. (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. 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 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. The 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. The 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. The 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. The 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. Represents 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. Represents 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. /s/ Robert J. Small 2016-12-14