Edgar Filing: TRIUMPH GROUP INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DBD Investors V, L.L.C.

2. Issuer Name and Ticker or Trading Symbol
TRIUMPH GROUP INC [TGI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP, 1001 PENNSYLVANIA AVE., N.W., STE. 220

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2011

(Street)

WASHINGTON, DC 20004

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	11/14/2011		S		3,441,112	D	$ 54.77	3,211,324 ⁽¹⁾	I	See Footnotes ⁽²⁾ ⁽³⁾

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DBD Investors V, L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., STE. 220 WASHINGTON, DC 20004		X
DBD Investors V Holdings, L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., STE. 220 WASHINGTON, DC 20004		X
TCG HOLDINGS II, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., STE. 220 WASHINGTON, DC 20004		X
TC Group Investment Holdings, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., STE. 220 WASHINGTON, DC 20004		X
TC Group III, L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., STE. 220 WASHINGTON, DC 20004		X
TC Group III, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., STE. 220 WASHINGTON, DC 20004		X
Carlyle Partners III, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., STE. 220 WASHINGTON, DC 20004		X

Signatures

/s/ R. Rainey Hoffman, attorney-in-fact		11/16/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On July 14, 2011, the common stock of Triumph Group, Inc. split 2-for-1.
(2)	Carlyle Partners III, L.P. and CP III Coinvestment, L.P. are the record holders of 3,115,925 and 95,399 shares of common stock, respectively. DBD Investors V Holdings, L.L.C. exercises investment discretion and control over the shares held by each of Carlyle Partners III, L.P. and CP III Coinvestment, L.P. through its indirect subsidiary, TC Group III, L.P., which is the sole general partner of each of Carlyle Partners III, L.P. and CP III Coinvestment, L.P. DBD Investors V Holdings, L.L.C. is the managing member of DBD Investors V, L.L.C. DBD Investors V, L.L.C. is the general partner of TCG Holdings II, L.P. TCG Holdings II, L.P. is the general partner of TC Group Investment Holdings, L.P. TC Group Investment Holdings, L.P. is the managing member of TC Group III, L.L.C. TC Group III, L.L.C. is the sole general partner of TC Group III, L.P.
(3)	DBD Investors V Holdings, L.L.C. is managed by a three person managing board, and all board action relating to the voting or disposition of these shares requires approval of a majority of the board. William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein, as the members of the DBD Investors V Holdings, L.L.C. managing board, may be deemed to share beneficial ownership of the shares beneficially owned by DBD Investors V Holdings, L.L.C. Such persons disclaim such beneficial ownership.
Remarks: Exhibit List Exhibit 99 - Joint Filer Information

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