Statement of Changes in Beneficial Ownership (4)
March 02 2015 - 2:21PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Howley W Nicholas
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2. Issuer Name
and
Ticker or Trading Symbol
TransDigm Group INC
[
TDG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
1301 EAST NINTH STREET, SUITE 3000
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/27/2015
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(Street)
CLEVELAND, OH 44114
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/27/2015
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M
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85000
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A
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$27.08
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111735
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D
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Common Stock
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2/27/2015
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S
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27775
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D
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$216.3106
(1)
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83960
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D
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Common Stock
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2/27/2015
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S
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24935
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D
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$217.0476
(2)
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59025
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D
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Common Stock
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2/27/2015
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S
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13385
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D
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$218.2466
(3)
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45640
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D
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Common Stock
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2/27/2015
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S
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9816
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D
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$219.3456
(4)
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35824
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D
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Common Stock
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2/27/2015
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S
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8189
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D
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$220.1677
(5)
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27635
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D
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Common Stock
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2/27/2015
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S
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900
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D
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$221.0144
(6)
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26735
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D
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Common Stock
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2/27/2015
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M
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50000
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A
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$82.67
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50000
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I
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Bratenahl Capital Partners, Ltd.
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Common Stock
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2/27/2015
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S
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20393
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D
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$216.264
(7)
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29607
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I
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Bratenahl Capital Partners, Ltd.
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Common Stock
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2/27/2015
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S
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8382
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D
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$217.2012
(8)
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21225
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I
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Bratenahl Capital Partners, Ltd.
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Common Stock
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2/27/2015
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S
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6798
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D
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$218.2513
(9)
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14427
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I
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Bratenahl Capital Partners, Ltd.
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Common Stock
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2/27/2015
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S
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5200
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D
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$219.54
(10)
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9227
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I
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Bratenahl Capital Partners, Ltd.
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Common Stock
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2/27/2015
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S
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8736
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D
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$220.3492
(11)
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491
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I
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Bratenahl Capital Partners, Ltd.
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Common Stock
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2/27/2015
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S
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491
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D
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$221.114
(12)
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0
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I
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Bratenahl Capital Partners, Ltd.
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option
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$27.08
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2/27/2015
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M
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85000
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9/30/2009
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11/17/2018
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Common Stock
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85000
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$0.00
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516700
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D
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Stock Option
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$82.67
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2/27/2015
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M
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50000
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9/30/2014
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3/4/2021
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Common Stock
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50000
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$0.00
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48924
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I
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Bratenahl Capital Partners, Ltd.
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Explanation of Responses:
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(
1)
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Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $215.77 - $216.75. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
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(
2)
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Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $216.76 - $217.75. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
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(
3)
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Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $217.76 - $218.67. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
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(
4)
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Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $219.00 - $219.77. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
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(
5)
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Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $220.00 - $220.99. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
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(
6)
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Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $221.00 - $221.08. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
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(
7)
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Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $215.81 - $216.80. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
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(
8)
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Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $216.80 - $217.80. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
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(
9)
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Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $217.82 - $218.81. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
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(
10)
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Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $219.00 - $219.77. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
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(
11)
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Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $220.00 - $220.99. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
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(
12)
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Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $221.01 - $221.31. The reporting person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Howley W Nicholas
1301 EAST NINTH STREET
SUITE 3000
CLEVELAND, OH 44114
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X
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Chief Executive Officer
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Signatures
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Halle Fine Terrion as attorney in fact for W. Nicholas Howley
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3/2/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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