Ownership Submission
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, 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 *
  Skulina James
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2012
3. Issuer Name and Ticker or Trading Symbol
TransDigm Group INC [TDG]
(Last)
(First)
(Middle)
1301 EAST NINTH STREET, SUITE 3000
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
01/06/2012
(Street)

CLEVELAND, OH 44114
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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 Option 09/30/2010(1) 11/16/2019 Common Stock 10,000 $ 41.79 D  
Stock Option 09/30/2012(2) 11/14/2021 Common Stock 13,000 $ 97.42 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Skulina James
1301 EAST NINTH STREET
SUITE 3000
CLEVELAND, OH 44114
      Executive Vice President  

Signatures

Halle Fine Terrion as attorney in fact for James Skulina 08/20/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Vest based on the achievement of annual and cumulative per share operating performance targets between fiscal 2010 and fiscal 2014.
(2) Vest based on the achievement of annual per share operating performance targets between fiscal 2012 and fiscal 2016.
 
Remarks:
The options for stock first exercisable on 9/30/2010 was erroneously reported as 41.79 options outstanding, instead of 10,000 shares outstanding on the initial Form 3.  The options for stock first exercisable on 9/30/2012 was inadvertently omitted from the initial filing.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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