SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. _________)*
TransDigm Group Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
893641100
(CUSIP Number)
June 26, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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[ ] |
Rule 13d-1(b) |
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[X] |
Rule 13d-1(c)
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[ ] |
Rule 13d-1(d) |
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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 13
Page 2 of 13
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1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global Management, L.L.C. (“Tiger Management”) |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X] |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
2,350,000 shares, of which 37,103 are directly owned by Tiger Global II, L.P. (“Tiger Global II”), 1,503,784 are directly owned by Tiger Global, L.P. (“Tiger Global”) and 809,113 are directly owned by Tiger Global, Ltd. (“Tiger Ltd.”). Tiger Management is the investment manager of each of Tiger Global II, Tiger Global and Tiger Ltd. and may be deemed to have sole voting power with respect to such shares, and Charles P. Coleman III (“Coleman”), the managing member of Tiger Management and director of Tiger Ltd., may be deemed to have sole voting power with respect to such shares; Tiger Global Performance, L.L.C. (“Tiger Global Performance”), the general partner of
each of Tiger Global II and Tiger Global, may be deemed to have sole voting power with respect to such shares directly owned by such entities. |
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6 |
SHARED VOTING POWER
See response to row 5. |
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7 |
SOLE DISPOSITIVE POWER
2,350,000 shares, of which 37,103 are directly owned by Tiger Global II, 1,503,784 are directly owned by Tiger Global and 809,113 are directly owned by Tiger Ltd. Tiger Management is the investment manager of each of Tiger Global II, Tiger Global and Tiger Ltd. and may be deemed to have sole dispositive power with respect to such shares, and Coleman, the managing member of Tiger Management and director of Tiger Ltd., may be deemed to have sole dispositive power with respect to such shares; Tiger Global Performance, the general partner of each of Tiger Global II and Tiger Global, may be deemed to have sole dispositive power with respect to such shares directly owned by such entities. |
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8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,350,000 |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ] |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0% |
12 |
TYPE OF REPORTING PERSON*
OO |
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 13
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1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global II, L.P. (“Tiger Global II”) |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X] |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
37,103, except that each of Tiger Global Performance, L.L.C., the general partner of Tiger Global II, and Tiger Global Management, L.L.C. (“Tiger Management”), the investment manager of Tiger Global II, may be deemed to have sole voting power with respect to such shares, and Coleman, the managing member of each of Tiger Global Performance and Tiger Management, may be deemed to have sole voting power with respect to such shares. |
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6 |
SHARED VOTING POWER
See response to row 5. |
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7 |
SOLE DISPOSITIVE POWER
37,103 shares, except that each of Tiger Global Performance, the general partner of Tiger Global II, and Tiger Management, the investment manager of Tiger Global II, may be deemed to have sole dispositive power with respect to such shares, and Coleman, the managing member of each of Tiger Global Performance and Tiger Management, may be deemed to have sole dispositive power with respect to such shares. |
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8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
37,103 |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ] |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% |
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12 |
TYPE OF REPORTING PERSON*
PN |
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page
4 of 13
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1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global, L.P. (“Tiger Global”) |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X] |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
1,503,784 shares, except that each of Tiger Global Performance, the general partner of Tiger Global, and Tiger Management, the investment manager of Tiger Global, may be deemed to have sole voting power with respect to such shares, and Coleman, the managing member of each of Tiger Global Performance and Tiger Management, may be deemed to have sole voting power with respect to such shares. |
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6 |
SHARED VOTING POWER
See response to row 5. |
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7 |
SOLE DISPOSITIVE POWER
1,503,784 shares, except that each of Tiger Global Performance, the general partner of Tiger Global, and Tiger Management, the investment manager of Tiger Global, may be deemed to have sole dispositive power with respect to such shares, and Coleman, the managing member of each of Tiger Global Performance and Tiger Management, may be deemed to have sole dispositive power with respect to such shares. |
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8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,503,784 |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ] |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.2% |
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12 |
TYPE OF REPORTING PERSON*
PN |
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page
5 of 13
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1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global Performance, L.L.C. (“Tiger Global Performance”) |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X] |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
1,540,887 shares, of which 37,103 are directly owned by Tiger Global II and 1,503,784 are directly owned by Tiger Global. Tiger Global Performance is the general partner of each of Tiger Global II and Tiger Global and may be deemed to have sole voting power with respect to such shares, Tiger Management is the investment manager of each of Tiger Global II and Tiger Global and may be deemed to have sole voting power with respect to such shares and Coleman, the managing member of each of Tiger Global Performance and Tiger Management, may be deemed to have sole voting power with respect to such shares. |
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6 |
SHARED VOTING POWER
See response to row 5. |
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7 |
SOLE DISPOSITIVE POWER
1,540,887 shares, of which 37,103 are directly owned by Tiger Global II and 1,503,784 are directly owned by Tiger Global. Tiger Global Performance is the general partner of each of Tiger Global II and Tiger Global and may be deemed to have sole dispositive power with respect to such shares, Tiger Management is the investment manager of each of Tiger Global II and Tiger Global and may be deemed to have sole dispositive power with respect to such shares and Coleman, the managing member of each of Tiger Global Performance and Tiger Management, may be deemed to have sole dispositive power with respect to such shares. |
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8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,540,887 |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ] |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.3% |
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12 |
TYPE OF REPORTING PERSON*
OO |
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page
6 of 13
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1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tiger Global, Ltd. (“Tiger Ltd.”) |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X] |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
809,113 shares, except that Tiger Management, the investment manager of Tiger Ltd., may be deemed to have sole voting power with respect to such shares, and Coleman, director of Tiger Ltd. and the managing member of Tiger Management, may be deemed to have sole voting power with respect to such shares. |
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6 |
SHARED VOTING POWER
See response to row 5. |
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7 |
SOLE DISPOSITIVE POWER
809,113, except that Tiger Management, the investment manager of Tiger Ltd., may be deemed to have sole dispositive power with respect to such shares, and Coleman, director of Tiger Ltd. and the managing member of Tiger Management, may be deemed to have sole dispositive power with respect to such shares. |
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8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
809,113 |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ] |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.7% |
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12 |
TYPE OF REPORTING PERSON*
CO |
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page
7 of 13
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1 |
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Charles P. Coleman III (“Coleman”) |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ] |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
2,350,000 shares, of which 37,103 are directly owned by Tiger Global II, 1,503,784 are directly owned by Tiger Global and 809,113 are directly owned by Tiger Ltd. Coleman is the managing member of each of Tiger Global Performance (the general partner of each of Tiger Global II and Tiger Global) and Tiger Management (the investment manager of each of Tiger Global II, Tiger Global and Tiger Ltd.) and director of Tiger Ltd. and may be deemed to have sole voting power with respect to such shares. |
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6 |
SHARED VOTING POWER
See response to row 5. |
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7 |
SOLE DISPOSITIVE POWER
2,350,000 shares, of which 37,103 are directly owned by Tiger Global II, 1,503,784 are directly owned by Tiger Global and 809,113 are directly owned by Tiger Ltd. Coleman is the managing member of each of Tiger Global Performance (the general partner of each of Tiger Global II and Tiger Global) and Tiger Management (the investment manager of each of Tiger Global II, Tiger Global and Tiger Ltd.) and director of Tiger Ltd. and may be deemed to have sole dispositive power with respect to such shares. |
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8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,350,000 |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
[ ] |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0% |
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12 |
TYPE OF REPORTING PERSON*
IN |
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page
8 of 13
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ITEM 1(A). |
NAME OF ISSUER |
TransDigm Group Incorporated
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ITEM 1(B). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
1301 East 9th Street, Suite 3710
Cleveland, Ohio 44114
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ITEM 2(A). |
NAME OF PERSONS FILING |
This Statement is filed by Tiger Global Management, L.L.C., a Delaware limited liability company (“Tiger Management”), Tiger Global II, L.P., a Delaware limited partnership (“Tiger Global II”), Tiger Global, L.P., a Delaware limited partnership (“Tiger Global”), Tiger Global Performance, L.L.C., a Delaware limited liability company (“Tiger Global Performance”), Tiger Global, Ltd., a Cayman Islands exempted company (“Tiger Ltd.”), and Charles P. Coleman III (“Coleman”). The foregoing entities and individual are collectively referred to as the “Reporting Persons.”
Tiger Management, the investment manager of Tiger Global II, Tiger Global and Tiger Ltd., may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Tiger Global II, Tiger Global and Tiger Ltd. Tiger Global Performance, the general partner of Tiger Global II and Tiger Global, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Tiger Global II and Tiger Global. Coleman is the managing member of Tiger Global Performance and Tiger Management and director of Tiger Ltd. and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by Tiger Global II, Tiger Global and Tiger Ltd.
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ITEM 2(B). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE |
The address for each of the Reporting Persons is:
Tiger Global Management, L.L.C.
101 Park Avenue, 48th Floor
New York, NY 10178 USA
Tiger Management and Tiger Global Performance are Delaware limited liability companies. Tiger Global II and Tiger Global are Delaware limited partnerships. Tiger Ltd. is a Cayman Islands exempted company. Coleman is a United States citizen.
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ITEM 2(D) AND (E). |
TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER |
Common Stock
CUSIP # 893641100
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Page
9 of 13
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(a) |
Amount beneficially owned: |
See Row 9 of cover page for each Reporting Person.
See Row 11 of cover page for each Reporting Person.
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(c) |
Number of shares as to which such person has: |
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(i) |
Sole power to vote or to direct the vote: |
See Row 5 of cover page for each Reporting Person.
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(ii) |
Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
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(iii) |
Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
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(iv) |
Shared power to dispose or to direct the disposition of: |
See Row 8 of cover page for each Reporting Person.
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ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable.
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ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
Under certain circumstances set forth in the limited partnership agreements of Tiger Global II and Tiger Global, the general and limited partners of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner.
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ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable.
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ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
Not applicable.
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ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP. |
Not applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page
10 of 13
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 2, 2007
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Tiger Global Management, L.L.C. |
/s/ Charles P. Coleman III |
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Signature |
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Charles P. Coleman III |
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Managing Member |
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Tiger Global II, L.P. |
/s/ Charles P. Coleman III |
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By Tiger Global Performance, L.L.C. |
Signature |
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Its General Partner |
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Charles P. Coleman III |
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Managing Member |
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Tiger Global, L.P. |
/s/ Charles P. Coleman III |
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By Tiger Global Performance, L.L.C. |
Signature |
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Its General Partner |
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Charles P. Coleman III |
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Managing Member |
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Tiger Global Performance, L.L.C. |
/s/ Charles P. Coleman III |
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Signature |
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Charles P. Coleman III |
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Managing Member |
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Tiger Global, Ltd. |
/s/ Charles P. Coleman III |
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Signature |
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Charles P. Coleman III |
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Director |
| Charles P. Coleman III |
/s/ Charles P. Coleman III |
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Signature |
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Page
11 of 13
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
Page
12 of 13
EXHIBIT INDEX
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Exhibit
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Found on
Sequentially
Numbered Page |
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Exhibit A: Agreement of Joint Filing |
13 |
Page
13 of 13
EXHIBIT A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of TransDigm Group Incorporated shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: July 2, 2007
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Tiger Global Management, L.L.C. |
/s/ Charles P. Coleman III |
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Signature |
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Charles P. Coleman III |
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Managing Member |
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Tiger Global II, L.P. |
/s/ Charles P. Coleman III |
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By Tiger Global Performance, L.L.C. |
Signature |
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Its General Partner |
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Charles P. Coleman III |
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Managing Member |
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Tiger Global, L.P. |
/s/ Charles P. Coleman III |
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By Tiger Global Performance, L.L.C. |
Signature |
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Its General Partner |
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Charles P. Coleman III |
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Managing Member |
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Tiger Global Performance, L.L.C. |
/s/ Charles P. Coleman III |
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Signature |
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Charles P. Coleman III |
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Managing Member |
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Tiger Global, Ltd. |
/s/ Charles P. Coleman III |
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Signature |
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Charles P. Coleman III |
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Director |
| Charles P. Coleman III |
/s/ Charles P. Coleman III |
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Signature |
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