SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Maroney Sean P (Last) (First) (Middle) TRANSDIGM GROUP INCORPORATED 1301 EAST 9TH STREET, SUITE 3710 (Street) CLEVELAND OH 44114 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/10/2007	3. Issuer Name and Ticker or Trading Symbol TransDigm Group INC [ TDG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Dir. of Corporate Accounting	5. If Amendment, Date of Original Filed (Month/Day/Year) 04/21/2006
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	200	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options(2)	03/20/2006	10/01/2015	Common Stock	14,960	13.37	D
Stock Options(3)	10/01/2005	10/01/2015	Common Stock	3,740	13.37	D

Explanation of Responses:

1. These shares were inadvertently omitted from the filing person's original Form 3.

2. Vesting is based on achievement of annual and cumulative performance metrics. 11.84% of such options vest each year from 2007-2008, then 35.51% vest in 2008. On March 20, 2006, 27.02% of such options vested in accordance with provisions for accelerated vesting upon sales of shares of common stock by certain investors of issuer. During the first quarter of 2007, an additional 13.79% of such options vested in accordance with such accelerated vesting provisions. This disclosure updates and corrects footnote 1 of the filing person's original Form 3.

3. Options vest over time in 25% increments starting on grant date and annually on the next three anniversary dates.

Remarks:

	Halle F. Terrion, attorney-in-fact for Sean P. Maroney	04/10/2007
	** 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 5 (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).
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