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* Rodriguez Albert J (Last) (First) (Middle) MARATHON POWER TECHNOLOGIES 8233 IMPERIAL DRIVE (Street) WACO TX 76712 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/14/2006	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) Exec. VP and Pres. (Marathon)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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	55,598	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	07/22/2003	07/19/2012	Common Stock	20,014	$3.39	D
Stock Options	07/22/2003	01/01/2010	Common Stock	222,396	$2.38	D
Stock Options(1)	09/30/2004	08/05/2013	Common Stock	155,584	$6.68	D
Stock Options(2)	08/05/2003	08/05/2013	Common Stock	38,896	$6.68	D
Stock Options	09/28/2005	01/01/2010	Common Stock	12,865	$13.37	D
Stock Options	09/28/2005	08/05/2013	Common Stock	748	$13.37	D
Stock Options(3)	09/30/2006	10/01/2015	Common Stock	23,936	$13.37	D
Stock Options(4)	10/01/2005	10/01/2015	Common Stock	5,984	$13.37	D

Explanation of Responses:

1. Vesting is based on achievement of annual and cumulative performance metrics at 10% for each year from 2004 to 2008, then at 50% in 2008; subject to accelerated vesting upon sale of shares of common stock by certain investors of issuer.

2. Vests over time in 20% increments starting on grant date and annually on the next four anniversary dates.

3. Vesting is based on achievement of annual and cumulative performance metrics at 16.66% for each year from 2006 to 2008, then at 50% in 2008; subject to accelerated vesting upon sale of shares of common stock by certain investors of issuer.

4. Vests over time in 33.33% increments starting on grant date and annually on the next two anniversary dates.

Remarks:

	Deanna M. Campbell, Attorney-in-Fact for Albert J. Rodriguez	03/14/2006
	** 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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