SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DBD Investors V, L.L.C.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., STE. 220

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2011
4. If Amendment, Date of 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
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)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
DBD Investors V, L.L.C.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., STE. 220

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
DBD Investors V Holdings, L.L.C.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., STE. 220

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TCG HOLDINGS II, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., STE. 220

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group Investment Holdings, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., STE. 220

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group III, L.L.C.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., STE. 220

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TC Group III, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., STE. 220

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Carlyle Partners III, L.P.

(Last) (First) (Middle)
C/O THE CARLYLE GROUP
1001 PENNSYLVANIA AVE., N.W., STE. 220

(Street)
WASHINGTON DC 20004

(City) (State) (Zip)
Explanation of Responses:
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
/s/ R. Rainey Hoffman, attorney-in-fact 11/16/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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