13D Filing: Berkshire Partners Holdings LLC and Transdigm Group Inc (TDG)

Explanatory Note: This Amendment No. 6 (“Amendment No. 6“) amends the Schedule 13D first filed on April 1, 2010, as amended on December 9, 2010, June 6, 2011, January 26, 2012, March 6, 2012 and March 10, 2014 (as amended, the “Schedule 13D“) and is being filed jointly by the following (each, a “Reporting Person” and, collectively, the “Reporting Persons“):  Berkshire Partners Holdings LLC (“BPH“), BPSP, L.P. (“BPSP“), Berkshire Partners LLC (“BP“), Stockbridge Partners LLC (“SP“), Berkshire Fund VIII, L.P. (“Fund VIII“), Berkshire Fund VIII-A, L.P. (“Fund VIII-A“), Berkshire Fund VII, L.P. (“Fund VII“), Berkshire Fund VII-A, L.P. (“Fund VII-A“), Berkshire Investors LLC (“Investors“), Berkshire Investors III LLC (“Investors III“), Berkshire Investors IV LLC (“Investors IV“), Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) (“SF“), Stockbridge Absolute Return Fund, L.P. (“SARF“) and Stockbridge Master Fund (OS), L.P. (“SOS“).  Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings provided to them in the Schedule 13D.

Items 5(a), (b) and (c) of the Schedule 13D are amended in their entirety as follows:

(a) and (b)

The beneficial ownership of Common Stock by each person named above is as follows:

Fund VIII directly holds 117,674 shares of Common Stock. Accordingly, Fund VIII has voting and dispositive power with respect to 117,674 shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of Fund VIII, Eighth Berkshire Associates LLC, a Delaware limited liability company (“8BA“) may be deemed to beneficially own 117,674 shares of Common Stock held by Fund VIII. However, 8BA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that 8BA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by Fund VIII.

Fund VIII-A directly holds 48,895 shares of Common Stock. Accordingly, Fund VIII-A has voting and dispositive power with respect to 48,895 shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of Fund VIII-A, 8BA may be deemed to beneficially own 48,895 shares of Common Stock held by Fund VIII-A. However, 8BA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that 8BA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by Fund VIII-A.

Fund VII directly holds 1,340,032 shares of Common Stock. Accordingly, Fund VII has voting and dispositive power with respect to 1,340,032 shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of Fund VII, 7BA may be deemed to beneficially own 1,340,032 shares of Common Stock held by Fund VII. However, 7BA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that 7BA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by Fund VII.

Fund VII-A directly holds 250,523 shares of Common Stock. Accordingly, Fund VII-A has voting and dispositive power with respect to 250,523 shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of Fund VII-A, 7BA may be deemed to beneficially own 250,523 shares of Common Stock held by Fund VII-A. However, 7BA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that 7BA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by Fund VII-A.

Investors directly holds 22,452 shares of Common Stock. Accordingly, Investors has voting and dispositive power with respect to 22,452 shares of Common Stock.

Investors III directly holds 12,512 shares of Common Stock. Accordingly, Investors III has voting power and dispositive power with respect to 12,512 shares of Common Stock.

Investors IV directly holds 18,814 shares of Common Stock. Accordingly, Investors IV has voting power and dispositive power with respect to 18,814 shares of Common Stock.