Item 12. SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

The following table sets forth information regarding security ownership of certain beneficial owners and management:

(1)Includes information related to the 2003 stock option plan, the 2006 stock incentive plan and the 2014 stock option plan.

(2)This amount represents 1,548,605 and 4,202,923 shares subject to outstanding stock options under our 2006 stock incentive plan and 2014 stock option plan, respectively. No further grants may be made under our 2003 stock incentive plan and no shares are subject to outstanding stock options under our 2003 stock incentive plan. No further grants may be made under our 2006 stock incentive plan, although outstanding stock options continue in force in accordance with their terms.

(3)This amount represents remaining shares available for award under our 2014 stock option plan and 2019 stock option plan. In August 2019, the 2019 stock option plan was adopted by the Board of Directors of TD Group and was subsequently approved by stockholders on October 3, 2019. The 2019 stock option plan permits TD Group to award stock options to our key employees, directors or consultants. The total number shares of TD Group common stock reserved for issuance or delivery under the 2019 stock option plan is 4,000,000, subject to adjustment in the event of any stock dividend or split, reorganization, recapitalization, merger, share exchange or any other similar corporate transaction or event. No grants have been made under TD Group’s 2019 stock option plan as of September 30, 2021.

Security Ownership of Certain Beneficial Holders and Management

The following table sets forth information regarding the beneficial ownership of TransDigm common stock as of January 10, 2022 with respect to each person known to be a beneficial owner of more than five percent of the outstanding common stock:

(1)Information obtained from a Schedule 13G/A filed by Capital International Investors on February 16, 2021 and a Form 13F-HR filed November 15, 2021 reporting holdings as of September 30, 2021. Capital International Investors has sole voting power over 6,535,046 shares.

(2)Information obtained from a Schedule 13G/A filed by The Vanguard Group on February 10, 2021 and a Form 13F-HR filed November 12, 2021 on behalf of Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd. reporting holdings as of September 30, 2021. Vanguard Group, Inc. has sole voting power over 90,909 shares and shared voting power over 5,373,752 shares.

(3)Information obtained from a Schedule 13G filed by Principal Global Investors on February 16, 2021 and Form 13F-HR filed November 9, 2021 by Principal Financial Group Inc. reporting holdings as of September 30, 2021.

(4)Percentage of ownership is based on 55,446,441 shares of common stock of TransDigm outstanding as of January 10, 2022.

The following table sets forth information regarding the beneficial ownership of TransDigm common stock as of January 10, 2022 with respect to each director and named executive officer and all directors and executive officers as a group. Except as indicated in the footnotes to this table and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock listed as beneficially owned by them. None of the shares held by directors or executive officers are pledged. The address for each individual listed below is c/o TransDigm Group Incorporated, 1301 East 9th Street, Suite 3000, Cleveland, Ohio 44114:

*Less than 1%

(1)Includes shares of which the listed beneficial owner is deemed to have the right to acquire beneficial ownership under Rule 13d-3 under the Securities Exchange Act, as amended (the “Exchange Act”), within 60 days of January 10, 2022. The number of shares outstanding used in calculating the percentage of beneficial ownership for each person listed below includes the shares underlying options held by such persons that are exercisable within 60 days of January 10, 2022, but excludes shares underlying options held by any other person. Percentage of ownership is based on 55,446,441 shares of common stock of TransDigm outstanding as of January 10, 2022.

(2)Includes 4,000 shares held by Mr. Graff as the trustee of certain trusts created for the benefit of his children, 13,096 shares held by a trustee of a trust created by Mr. Graff’s wife for the benefit of their children and 1,200 shares held directly by Mr. Graff’s wife.

(3)Includes 8,262 shares held by Mr. Howley as trustee of a charitable foundation, 21,547.513 shares that are held by Mr. Howley as trustee of a trust for the benefit of his family and options to purchase 1,019,368 shares that are held by Mr. Howley as trustee of a trust for the benefit of his family.

(4)Includes 48,897 shares held in trust for the benefit of Mr. Laubenthal’s children. Mr. Laubenthal does not have any direct voting or dispositive power over the trust or economic interest therein and therefore, disclaims beneficial ownership.

(5)Includes 2,575,967 shares held by entities related to Berkshire Partners LLC. Mr. Small disclaims beneficial ownership of all shares owned or controlled by the Berkshire entities except to the extent of any pecuniary interest therein. Also includes 60,044 shares held by Mr. Small as trustee over which he has voting power but does not have any economic interest.

(6)Includes 26 shares held by Mr. Staer’s wife.

(7)Includes 1,347 shares held in trust for the benefit of Mr. Stein’s family.

(8)Includes options to purchase 12,600 shares that are held in trust for the benefit of Mr. Valladares’ children.

(9)Includes 10 shares held by Ms. Wynne’s husband.

(10)Includes options to purchase 250,605 shares that are held in trust for the benefit of Mr. Henderson’s family.

(11)Includes shares subject to options exercisable within 60 days of January 10, 2022. Includes (i) 3,382 shares held by Mr. Graff as trustee, 13,096 held by a trustee of a trust created by Mr. Graff’s wife and 1,200 shares held by Mr. Graff’s wife (see note (2) above), (ii) 8,262 shares held by Mr. Howley as trustee of a charitable foundation, 21,547.513 shares held by Mr. Howley as trustee of a trust for the benefit of Mr. Howley’s family and options to purchase 1,019,368 shares held by Mr. Howley as trustee (see note (3) above), (iii) 48,897 shares held in trust for the benefit of Mr. Laubenthal’s children (see note (4) above), (iv) 2,575,967 shares held by entities related to Berkshire Partners LLC and 78,074 shares held by Mr. Small as trustee (see note (5) above), (v) 26 shares held by Mr. Staer’s wife (see note (6) above), (vi) 1,347 shares held in trust for the benefit of Mr. Stein’s family (see note (7) above), (vii) options to purchase 12,600 shares held in trust for the benefit of Mr. Valladares’ children (see note (8) above), (viii) 10 shares held by Ms.Wynne’s husband (see note (9) above), (ix) options to purchase 250,605 shares that are held in trust for the benefit of Mr. Henderson’s family (see note (10) above), and (x) 4 shares held by Halle Martin as custodian for her children and one share held by her husband.