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

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Pursuant to the Company’s Quarterly Report on Form 10-Q for the period ended April 1, 2017 there were 52,023,814 shares of Common Stock issued and outstanding as of May 1, 2017. Accordingly, after giving effect to the share repurchases described in Item (c) below, the shares of Common Stock beneficially owned by the Reporting Persons, in the aggregate, represent approximately 6.95% of the outstanding shares of Common Stock, which is broken out by Reporting Person as follows:
(i)
BPH beneficially owns 6.95% of the Issuer’s Common Stock.
(ii)
BPSP beneficially owns 6.95% of the Issuer’s Common Stock.
(iii)
BP beneficially owns 3.48% of the Issuer’s Common Stock.
(iv)
Fund VIII beneficially owns 0.23% of the Issuer’s Common Stock.
(v)
Fund VIII-A beneficially owns 0.09% of the Issuer’s Common Stock.
(vi)
Fund VII beneficially owns 2.58% of the Issuer’s Common Stock.
(vii)
Fund VII-A beneficially owns 0.48% of the Issuer’s Common Stock.
(viii)
Investors beneficially owns 0.04% of the Issuer’s Common Stock.
(ix)
Investors III beneficially owns 0.02% of the Issuer’s Common Stock.
(x)
Investors IV beneficially owns 0.04% of the Issuer’s Common Stock.
(xi)
SF beneficially owns 2.57% of the Issuer’s Common Stock.
(xii)
SP beneficially owns 3.47% of the Issuer’s Common Stock.
(xiii)
SARF beneficially owns 0.01% of the Issuer’s Common Stock.
(xiv)
SOS beneficially owns 0.26% of the Issuer’s Common Stock.
By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. As a member of a group, each Reporting Person could be deemed to share voting and dispositive power with respect to, and therefore beneficially own, the shares beneficially owned by members of the group as a whole. The filing of this Statement shall not be construed as an admission that the Reporting Persons beneficially own those shares held by any other members of any group. BPH, BPSP, BP, SP, 8BA and 7BA acknowledge that they may be deemed to be part of a “group” for purposes of Section 13(d)(3). However, the filing of this Statement shall not be construed as an admission that BPH, BPSP, BP, SP, 8BA, 7BA, Fund VIII, Fund VIII-A, Fund VII, Fund VII-A, Investors, Investors III, Investors IV, SF, SA, SARF or SOS are a part of a group, or have agreed to act as a part of a group.
(c)
On May 10, 2017, the Issuer filed its Quarterly Report on Form 10-Q reflecting share repurchases and fewer shares of Common Stock outstanding, resulting in a material increase in the percentage of shares beneficially owned in the aggregate by the Reporting Persons.  The Reporting Persons have not transacted in the Issuer’s Common Stock in the past 60 days.
Item 7.
Materials to be Filed as Exhibits.
Exhibit 99.1          Joint Filing Undertaking, dated as of May 16, 2017.

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