UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Triumph Group, Inc.

(Name of Issuer)

Common Stock
(Title of Class of Securities)

896818101
(CUSIP Number)

Daniel T. Lennon, Esq.
Latham & Watkins LLP
555 Eleventh Street NW
Suite 1000
Washington, DC 20004-1304
(202) 637-2200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 25, 2011
(Date of Event which Requires filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

     Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 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).

 

 

(1) Based on 24,517,850 shares of common stock (“Shares”) of Triumph Group, Inc., a Delaware corporation (“Triumph“ or the “Issuer”) outstanding on May 9, 2010.

Explanatory Note

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on June 8, 2009 (the “Statement”), as follows:

ITEM 2. Identity and Background

Item 2 of the Statement is amended and restated in its entirety by inserting the following information:

     This statement is being filed by the following persons, (each is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons”):

DBD Investors V Holdings, L.L.C, a Delaware limited liability company,

DBD Investors V, L.L.C, a Delaware limited liability company,

TCG Holdings II, L.P., a Delaware limited partnership,

TC Group Investment Holdings, L.P., a Delaware limited partnership,

TC Group III, L.L.C., a Delaware limited liability company,

TC Group III, L.P., a Delaware limited partnership,

Carlyle Partners III, L.P., a Delaware limited partnership,

CP III Coinvestment, L.P., a Delaware limited partnership,

TCG Holdings, L.L.C., a Delaware limited liability company,

TC Group, L.L.C., a Delaware limited liability company,

TC Group II, L.L.C., a Delaware limited liability company,

Carlyle Partners II, L.P., a Delaware limited partnership,

Carlyle International Partners II, L.P., a Cayman Islands exempt limited partnership,

State Board of Administration of Florida, an agency of the Florida state government,

Carlyle-Aerostructures Partners, L.P., a Delaware limited partnership,

CHYP Holdings, L.L.C., a Delaware limited liability company,

Carlyle-Aerostructures Partners II, L.P., a Delaware limited partnership,

C/S International Partners, a Cayman Islands exempt limited partnership,

Carlyle-Aerostructures International Partners, L.P., a Cayman Islands exempt limited partnership,

Carlyle-Contour Partners, L.P., a Delaware limited partnership,

Carlyle SBC Partners II, L.P., a Delaware limited partnership,

Carlyle International Partners III, L.P., a Cayman Islands exempt limited partnership,

Carlyle-Aerostructures Management, L.P., a Delaware limited partnership,

Carlyle-Contour International Partners, L.P., a Cayman Islands exempt limited partnership, and

Carlyle Investment Group, L.P., a Delaware limited partnership.

     The business address for each of DBD Investors V Holdings, L.L.C, DBD Investors V, L.L.C, TCG Holdings II, L.P., TC Group Investment Holdings, L.P., TC Group III, L.L.C., TC Group III, L.P., Carlyle Partners III, L.P., CP III Coinvestment, L.P., TCG Holdings, L.L.C., TC Group, L.L.C., TC Group II, L.L.C., Carlyle Partners II, L.P., Carlyle-Aerostructures Partners, L.P., CHYP Holdings, L.L.C., Carlyle-Aerostructures Partners II, L.P., Carlyle-Contour Partners, L.P., Carlyle SBC Partners II, L.P., Carlyle-Aerostructures Management, L.P., Carlyle Investment Group, L.P. and the State Board of Administration of Florida is c/o The Carlyle Group, 1001 Pennsylvania Ave. NW, Suite 220 South, Washington, DC 20004-2505. The telephone number is 202-729-5626.

     The business address for each of Carlyle International Partners II, L.P., C/S International Partners, Carlyle-Aerostructures International Partners, L.P., Carlyle International Partners III, L.P., and Carlyle-Contour International Partners, L.P. is c/o Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9001, Cayman Islands. The telephone number is +1-345-949-0100.

     Carlyle Partners III, L.P. and CP III Coinvestment, L.P. are each private investment funds. Investment discretion and control over the Shares held by each of these funds is exercised by DBD Investors V Holdings, L.L.C. through its indirect subsidiary, TC Group III, L.P., which is the sole general partner of each of these funds. 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 sole 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. 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 managing members of DBD Investors V Holdings, L.L.C., 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.

     Carlyle Partners II, L.P., Carlyle International Partners II, L.P., C/S International Partners, Carlyle SBC Partners II, L.P. and Carlyle International Partners III, L.P. are each private investment funds. Investment discretion and control over the Shares held by each of these funds is exercised by TCG Holdings, L.L.C. through its indirect subsidiary, TC Group II, L.L.C., which is the sole general partner of each of these funds. TCG Holdings, L.L.C. is the managing member of TC Group, L.L.C., which is the sole member of TC Group II, L.L.C.

     CHYP Holdings, L.L.C. is a private investment fund. Investment discretion and control over the Shares held by the fund is exercised by TCG Holdings, L.L.C. through its indirect subsidiary, Carlyle High Yield Partners, L.P. Carlyle High Yield Partners, L.P. is the sole member of CHYP Holdings, L.L.C. TCG Holdings, L.L.C. is the managing member of TC Group, L.L.C., which is the sole member of TCG High Yield Holdings, L.L.C., which is the sole member of TCG High Yield, L.L.C., which is the sole general partner of Carlyle High Yield Partners, L.P.

     Carlyle-Aerostructures Partners, L.P., Carlyle-Aerostructures Partners II, L.P., Carlyle-Aerostructures International Partners, L.P., Carlyle-Contour Partners, L.P., Carlyle-Aerostructures Management, L.P., Carlyle-Contour International Partners, L.P. and Carlyle Investment Group, L.P. are each private investment funds. Investment discretion and control over the Shares held by each of these funds is exercised by TCG Holdings, L.L.C., which is the managing member of TC Group, L.L.C., which is the sole general partner of each of these funds.

     The State Board of Administration of Florida is an agency of the Florida state government that provides a variety of investment services to various Florida governmental entities. TC Group, L.L.C. serves as the managing member of the investment manager for the State Board of Administration of Florida. TCG Holdings, L.L.C. is the managing member of TC Group, L.L.C.

     TCG Holdings, L.L.C. is managed by a three-person managing board, and all board action relating to the voting or disposition of the Shares requires approval of a majority of the board. William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein, as the managing members of TCG Holdings, L.L.C., may be deemed to share beneficial ownership of the Shares beneficially owned by TCG Holdings, L.L.C. Such persons disclaim such beneficial ownership.

     To the knowledge of the Reporting Persons, the name, business address, citizenship, and principal occupation or employment of each director and officer of each of the Reporting Persons, and any other information concerning the Reporting Persons and other persons and entities as to which such information is required to be disclosed in response to General Instruction C to Schedule 13D are set forth in Schedule A and incorporated herein by this reference.

     The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 1 hereto.

     During the past five years, none of the Reporting Persons (or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A hereto) (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 4. Purpose of Transaction

Item 4 of the Statement is amended by inserting the following information:

     On May 25, 2011, the Reporting Persons sold 2,500,000 Shares to Deutsche Bank Securities Inc. (the “Underwriter”) at a price of $92.75 per Share, in a registered offering (the “Secondary Offering”) pursuant to an Underwriting Agreement, dated as of May 19, 2011 (the “Underwriting Agreement”), by and among the Issuer, the Selling Stockholders (as defined in the Underwriting Agreement) and the Underwriter.

     Under the Underwriting Agreement, the Selling Stockholders have agreed with the Underwriter, subject to certain exceptions, not to dispose of or hedge any Shares or securities convertible into or exchangeable for Shares during the period from March 28, 2011 continuing through and including the date 60 days after May 17, 2011, except with the prior written consent of the Underwriter (such period, the “restricted period”). The restricted period will be automatically extended if: (1) during the last 17 days of the 60-day restricted period the Issuer issues an earnings release or material news or a material event relating to the Issuer occurs or (2) prior to the expiration of the 60-day restricted period, the Issuer announces that it will issue an earnings release or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the 60-day restricted period.

     The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 7 hereto and is incorporated herein by reference.

     Except as described in this Item 4 and Item 6 of this Schedule 13D which are incorporated herein by reference, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions required to be reported herein.

ITEM 5. Interest in Securities of the Issuer

Item 5 of the Statement is amended and restated in its entirety by inserting the following information:

(a) – (b)

     The following table sets forth the aggregate number and percentage of Shares beneficially owned by each of the Reporting Persons, as well as the number of Shares as to which each Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date hereof.

																		Sole				Shared
																		power to				power to
										Sole				Shared				dispose or				dispose or
										power to				power to				to direct				to direct
		Amount								vote or				vote or to				the				the
		beneficially				Percent				direct the				direct the				disposition				disposition
Reporting Person		owned				of class(a)				vote				vote				of				of
DBD Investors V Holdings, L.L.C.			3,326,218				13.6	%			0				3,326,218				0				3,326,218
DBD Investors V, L.L.C.			3,326,218				13.6	%			0				3,326,218				0				3,326,218
TCG Holdings II, L.P.			3,326,218				13.6	%			0				3,326,218				0				3,326,218
TC Group Investment Holdings, L.P.			3,326,218				13.6	%			0				3,326,218				0				3,326,218
TC Group III, L.L.C.			3,326,218				13.6	%			0				3,326,218				0				3,326,218
TC Group III, L.P.			3,326,218				13.6	%			0				3,326,218				0				3,326,218
Carlyle Partners III, L.P.			3,227,406				13.2	%			0				3,227,406				0				3,227,406
CP III Coinvestment, L.P.			98,812				0.4	%			0				98,812				0				98,812
TCG Holdings, L.L.C.			1,506,840				6.1	%			0				1,506,840				0				1,506,840
TC Group, L.L.C.			1,506,840				6.1	%			0				1,506,840				0				1,506,840
TC Group II, L.L.C.			896,205				3.7	%			0				896,205				0				896,205
Carlyle Partners II, L.P.			422,136				1.7	%			0				422,136				0				422,136
Carlyle International Partners II, L.P.			355,541				1.5	%			0				355,541				0				355,541
State Board of Administration of Florida			164,009				0.7	%			0				164,009				0				164,009
Carlyle-Aerostructures Partners, L.P.			131,812				0.5	%			0				131,812				0				131,812
CHYP Holdings, L.L.C.			119,838				0.5	%			0				119,838				0				119,838
Carlyle-Aerostructures Partners II, L.P.			100,966				0.4	%			0				100,966				0				100,966
C/S International Partners			80,166				0.3	%			0				80,166				0				80,166
Carlyle-Aerostructures International Partners, L.P.			52,328				0.2	%			0				52,328				0				52,328
Carlyle-Contour Partners, L.P.			22,911				0.1	%			0				22,911				0				22,911
Carlyle SBC Partners II, L.P.			19,240				0.1	%			0				19,240				0				19,240
Carlyle International Partners III, L.P.			19,122				0.1	%			0				19,122				0				19,122
Carlyle-Aerostructures Management, L.P.			13,089				0.1	%			0				13,089				0				13,089
Carlyle-Contour International Partners, L.P.			5,273				0.0	%			0				5,273				0				5,273
Carlyle Investment Group, L.P.			409				0.0	%			0				409				0				409

     Carlyle Partners III, L.P. and CP III Coinvestment, L.P. are the record owners of 3,227,406 Shares and 98,812 Shares, respectively. Investment discretion and control over the Shares held by each of these funds is exercised by DBD Investors V Holdings, L.L.C. through its indirect subsidiary, TC Group III, L.P., which is the sole general partner of each of these funds. 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 sole 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. 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 managing members of DBD Investors V Holdings, L.L.C., 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.

     Carlyle Partners II, L.P., Carlyle International Partners II, L.P., C/S International Partners, Carlyle SBC Partners II, L.P. and Carlyle International Partners III, L.P. are the record owners of 422,136 Shares, 355,541 Shares, 80,166 Shares, 19,240 Shares, and 19,122 Shares, respectively. Investment discretion and control over the Shares held by each of these funds is exercised by TCG Holdings, L.L.C. through its indirect subsidiary, TC Group II, L.L.C., which is the sole general partner of each of these funds. TCG Holdings, L.L.C. is the managing member of TC Group, L.L.C., which is the sole member of TC Group II, L.L.C.

     CHYP Holdings, L.L.C. is the record holder of 119,838 Shares. Investment discretion and control over the Shares held by the fund is exercised by TCG Holdings, L.L.C. through its indirect subsidiary, Carlyle High Yield Partners, L.P. Carlyle High Yield Partners, L.P. is the sole member of CHYP Holdings, L.L.C. TCG Holdings, L.L.C. is the managing member of TC Group, L.L.C., which is the sole member of TCG High Yield Holdings, L.L.C., which is the sole member of TCG High Yield, L.L.C., which is the general partner of Carlyle High Yield Partners, L.P.

     Carlyle-Aerostructures Partners, L.P., Carlyle-Aerostructures Partners II, L.P., Carlyle-Aerostructures International Partners, L.P., Carlyle-Contour Partners, L.P., Carlyle-Aerostructures Management, L.P., Carlyle-Contour International Partners, L.P., and Carlyle Investment Group, L.P. are the record owners of 131,812 Shares, 100,966 Shares, 52,328 Shares, 22,911 Shares, 13,089 Shares, 5,273 Shares and 409 Shares, respectively. Investment discretion and control over the Shares held by each of these funds is exercised by TCG Holdings, L.L.C., which is the managing member of TC Group, L.L.C., which is the sole general partner of each of these funds.

     The State Board of Administration of Florida is the record holder of 164,009 Shares. TC Group, L.L.C. serves as the managing member of the investment manager for the State Board of Administration of Florida. TCG Holdings, L.L.C., is the managing member of TC Group, L.L.C.

     TCG Holdings, L.L.C. is managed by a three-person managing board, and all board action relating to the voting or disposition of the Shares requires approval of a majority of the board. William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein, as the managing members of TCG Holdings, L.L.C., may be deemed to share beneficial ownership of the Shares beneficially owned by TCG Holdings, L.L.C. Such persons disclaim such beneficial ownership.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Statement is amended by inserting the following information:

     The information set forth in Item 4 above is hereby incorporated by reference in response to Item 6.

ITEM 7. Materials to be Filed as Exhibits

Exhibit
Number		Description
1		Joint Filing Agreement, dated May 27, 2011, by and among the Reporting Persons.
3		Underwriting Agreement, dated as of May 29, 2011, by and among Triumph Group, Inc., the Selling Stockholders (as defined in the Underwriting Agreement) and Deutsche Bank Securities Inc., with respect to the sale by the Selling Stockholders, and the purchase by the Underwriter of 2,500,000 Shares (incorporated by reference to Exhibit 1.1 to the Current Report filed by Triumph Group, Inc. on Form 8-K on May 24, 2011).
24		Power of Attorney.

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.

Date: May 27, 2011

		DBD Investors V Holdings, L.L.C.
		By:		/s/ R. Rainey Hoffman, attorney-in-fact
		Name:		David M. Rubenstein
		Title:		Managing Director
		DBD Investors V, L.L.C.
		By: DBD Investors V Holdings, L.L.C., as its managing member
		By:		/s/ R. Rainey Hoffman, attorney-in-fact
		Name:		David M. Rubenstein
		Title:		Managing Director
		TCG Holdings II, L.P.
		By: DBD Investors V, L.L.C., as its general partner
		By: DBD Investors V Holdings, L.L.C., as its managing member
		By:		/s/ R. Rainey Hoffman, attorney-in-fact
		Name:		David M. Rubenstein
		Title:		Managing Director
		TC Group Investment Holdings, L.P.
		By: TCG Holdings II, L.P., as its general partner
		By: DBD Investors V, L.L.C., as its general partner
		By: DBD Investors V Holdings, L.L.C., as its managing member
		By:		/s/ R. Rainey Hoffman, attorney-in-fact
		Name:		David M. Rubenstein
		Title:		Managing Director

		TC Group III, L.L.C.
		By: TC Group Investment Holdings, L.P., as its managing member
		By: TCG Holdings II, L.P., as its general partner
		By: DBD Investors V, L.L.C., as its general partner
		By: DBD Investors V Holdings, L.L.C., as its managing member
		By:		/s/ R. Rainey Hoffman, attorney-in-fact
		Name:		David M. Rubenstein
		Title:		Managing Director
		TC Group III, L.P.
		By: TC Group III, L.L.C., as its general partner
		By: TC Group Investment Holdings, L.P., as its managing member
		By: TCG Holdings II, L.P., as its general partner
		By: DBD Investors V, L.L.C., as its general partner
		By: DBD Investors V Holdings, L.L.C., as its managing member
		By:		/s/ R. Rainey Hoffman, attorney-in-fact
		Name:		David M. Rubenstein
		Title:		Managing Director
		Carlyle Partners III, L.P.
		By: TC Group III, L.P., as its general partner
		By: TC Group III, L.L.C., as its general partner
		By: TC Group Investment Holdings, L.P., as its managing member
		By: TCG Holdings II, L.P., as its general partner
		By: DBD Investors V, L.L.C., as its general partner
		By: DBD Investors V Holdings, L.L.C., as its managing member
		By:		/s/ R. Rainey Hoffman, attorney-in-fact
		Name:		David M. Rubenstein
		Title:		Managing Director