| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Allison Transmission Holdings Inc [ ALSN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/10/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 02/10/2021 | M | 97,340 | A | (1) | 306,255 | D | |||
| Common Stock | 02/10/2021 | M | 26,768 | A | (1) | 333,023 | D | |||
| Common Stock | 02/10/2021 | F | 51,279(2) | D | $43.13 | 281,744 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Units | (3) | 02/10/2021 | A | 292,022(4) | (5) | (5) | Common Stock | 292,022 | $0 | 292,022 | D | ||||
| Performance Stock Units | (3) | 02/10/2021 | A | 80,305(6) | (7) | (7) | Common Stock | 80,305 | $0 | 80,305 | D | ||||
| Performance Stock Units | (1) | 02/10/2021 | M | 97,340 | (1) | (1) | Common Stock | 97,340 | $0 | 194,682 | D | ||||
| Performance Stock Units | (1) | 02/10/2021 | M | 26,768 | (1) | (1) | Common Stock | 26,768 | $0 | 53,537 | D | ||||
| Employee Stock Option (right to buy) | $43.13 | 02/10/2021 | A | 114,478 | (8) | 02/10/2031 | Common Stock | 114,478 | $0 | 114,478 | D | ||||
| Restricted Stock Units | (9) | 02/10/2021 | A | 38,159 | (10) | (10) | Common Stock | 38,159 | $0 | 38,159 | D | ||||
| Explanation of Responses: |
| 1. Settlement of performance-based restricted stock units ("PSUs") granted June 29, 2018. Each PSU represents a contingent right to receive one share of Allison Transmission Holdings, Inc. ("ALSN") common stock. |
| 2. Represents shares withheld by ALSN to satisfy tax withholding obligations on the vesting of DSUs. |
| 3. Each PSUs represents a contingent right to receive one share of ALSN. common stock. |
| 4. On June 29, 2018, the reporting person was granted PSUs with a number of PSUs earned to be determined based on the extent to which certain performance conditions were met for a performance period of 2018 - 2020. As determined on February 10, 2021, based on ALSN's actual performance for 2018 - 2020, the reporting person earned 292,022 PSUs. |
| 5. Earned PSUs vest in three annual installments on 97,340 shares on February 10, 2021, 97,340 shares on January 1, 2022 and 97,342 shares on January 1, 2023. |
| 6. On June 29, 2018, the reporting person was granted PSUs with a number of PSUs earned to be determined based on the extent to which certain performance conditions were met for a performance period of 2018 - 2020. As determined on February 10, 2021, based on ALSN's actual performance for 2018 - 2020, the reporting person earned 80,305 PSUs. |
| 7. Earned PSUs vest in three annual installments of 26,768 shares on February 10, 2021, 26,768 shares on January 1, 2022 and 26,769 shares on January 1, 2023. |
| 8. The option vests in three equal annual installments beginning on February 10, 2022. |
| 9. Each restricted stock unit ("RSU") represents a contingent right to receive one share of ALSN common stock. |
| 10. The RSUs vest in three equal annual installments beginning on February 10, 2022. |
| Remarks: |
| /s/Jacalyn C. Bolles, attorney-in-fact | 02/12/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||