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

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box:  ☐

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 to whom copies are to be sent.

* 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).

SF directly holds 1,336,637 shares of Common Stock. Accordingly, SF has voting and dispositive power with respect to 1,336,637 shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of SF, SA may be deemed to beneficially own 1,336,637 shares of Common Stock held by SF. However, SA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that SA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by SF.

SARF directly holds 4,140 shares of Common Stock. Accordingly, SARF has voting and dispositive power with respect to 4,140 shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of SARF, SA may be deemed to beneficially own 4,140 shares of Common Stock held by SARF. However, SA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that SA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by SARF.

SOS directly holds 134,380 shares of Common Stock. Accordingly, SOS has voting and dispositive power with respect to 134,380 shares of Common Stock. Based on the immediately preceding sentence, as the sole general partner of SOS, SA may be deemed to beneficially own 134,380 shares of Common Stock held by SOS. However, SA disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that SA is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by SOS.

Certain other accounts of which SP serves as the registered investment adviser directly hold 327,681 shares of the Issuer’s Common Stock.  In addition, SF, SARF and SOS collectively hold 1,475,157 shares of the Issuer’s Common Stock. As the registered investment adviser of such other accounts and SF, SARF and SOS, SP may be deemed to beneficially own the 327,681 shares of Common Stock held by such other accounts and the 1,475,157 shares of Common Stock held by SF, SARF and SOS, collectively. However, SP disclaims beneficial ownership of such shares of Common Stock and the filing of this Statement shall not be construed as an admission that SP is, for the purpose of Section 13(d)(3) of the Act, the beneficial owner of such shares held by such other accounts or by SF, SARF and SOS.

BPH is the general partner of BPSP, which is the managing member of each of SP and BP. As the managing member of SP and BP, BPSP may be deemed to beneficially own shares of common stock that are beneficially owned by SP and BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of common stock that are beneficially owned by BPSP. BPH, BPSP, BP, SP, 8BA, 7BA and SA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Act.

By virtue of their positions as managing members of BPH, BPSP, BP, SP, 8BA, 7BA and SA, certain of the Berkshire Principals (as defined below) may be deemed to possess indirect beneficial ownership of the shares of Common Stock beneficially owned by Fund VIII, Fund VIII‑A, Fund VII, Fund VII-A, Investors, Investors III, Investors IV, SF, SARF and SOS. However, none of the Berkshire Principals, acting alone, has voting or investment power with respect to shares beneficially owned by such Reporting Persons, and, as a result, each Berkshire Principal disclaims beneficial ownership of such shares of Common Stock.  The “Berkshire Principals” are Samantha A. Adams, Michael C. Ascione, Bradley M. Bloom, David C. Bordeau, Kenneth S. Bring, Jane Brock-Wilson, Kevin T. Callaghan, Christopher J. Hadley, Lawrence S. Hamelsky, Sharlyn C. Heslam, Elizabeth L. Hoffman, Matthew A. Janchar, Ross M. Jones, Thomas Y. Kuo, Richard K. Lubin, Joshua A. Lutzker, Jonathan J. Meyer, Greg Pappas, Marni F. Payne, David R. Peeler, Anil Seetharam, Raleigh A. Shoemaker, Robert J. Small and Edward J. Whelan, Jr.