TDG Insider Filing: Robert J. Small Distributes 17,899 Shares; Large Indirect Holdings Remain
Rhea-AI Filing Summary
TransDigm Group Inc. (TDG) Form 4: Robert J. Small, a company director and managing member of related investment entities, reported transactions dated 09/02/2025. The filing shows dispositions of Common Stock totaling 17,899 shares (2,318 and 15,581 shares) at a reported price of $0 (reflecting distributions rather than market sales). After the transactions, the reporting person (indirectly) is shown as beneficially owning 441,814 shares via Stockbridge Fund, plus 88,419 shares via Stockbridge Partners LLC and 60,246 shares via managed accounts, with additional family trust holdings. The reporting person disclaims beneficial ownership except for any pecuniary interest.
Positive
- None.
Negative
- Director-reported dispositions of 17,899 shares were recorded on 09/02/2025 (2,318 and 15,581 shares), which reduces the reporting person\'s direct holdings.
- Beneficial ownership is disclaimed for large holdings held by affiliated entities; this can reduce clarity about direct voting control despite material indirect positions.
Insights
TL;DR: Director reported distributions and small share dispositions while substantial indirect holdings remain concentrated through investment entities.
The filing documents distributions of 17,899 common shares and shows the reporting person retaining significant indirect positions: 441,814 shares held by Stockbridge Fund, 88,419 by Stockbridge Partners LLC, and 60,246 held via a managed account. The reported $0 price indicates these were internal distributions rather than open-market purchases, and the reporting person explicitly disclaims direct beneficial ownership except for any pecuniary interest. Net effect on outstanding float appears limited given the sizable indirect holdings remain with affiliated entities.
TL;DR: Form 4 reflects director-level reporting of affiliated entity movements, with standard disclaimers of beneficial ownership.
The disclosure clarifies governance relationships: the reporting person is a managing member of multiple affiliated entities that hold TDG shares, and the filing explains shared voting/dispositive power while disclaiming beneficial ownership. The signature and explanations follow Section 16 conventions. There is no new derivative activity reported. From a governance perspective, this is routine transparency around related-party holdings and distributions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 2,318 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Represents Common Stock of the Issuer distributed by Stockbridge Fund, L.P. to certain of its limited partners and members. The Reporting Person disclaims beneficial ownership in the reported securities except to the extent of his pecuniary interest, if any, therein. Represents shares held by Stockbridge Fund, L.P. ("SF"). Berkshire Partners Holdings LLC ("BPH") is the general partner of BPSP, L.P. ("BPSP"), which is the managing member of SP, the registered investment adviser to SF. Stockbridge Associates LLC ("SA") is the general partner of SF. The Reporting Person is a managing member of each of BPH, BPSP, SP and SA. As such, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares of the Issuer's common stock held by SF. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent, if any, of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Represents shares held by Stockbridge Partners LLC ("SP") on behalf of a managed account over which it has shared voting and sole dispositive power. This Form 4 has been filed because the Reporting Person is a director of the Issuer and a managing member of SP. As such, the Reporting Person may be deemed to share voting and dispositive power with respect to the shares of the Issuer's common stock held by SP. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent, if any, of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Represents shares of Common Stock beneficially owned by certain family trusts. The Reporting Person's immediate family members are beneficiaries of such family trusts.
