SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Milburn Ryan A.

(Last)

(First)

(Middle)

ONE ALLISON WAY

(Street)

INDIANAPOLIS

46222

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/06/2021

3. Issuer Name and Ticker or Trading Symbol
Allison Transmission Holdings Inc [ ALSN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Product Engineering

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	12,040	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	02/17/2026	Common Stock	4,444	$23.59	D
Employee Stock Option (right to buy)	⁽³⁾	02/22/2027	Common Stock	3,242	$37.11	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/07/2028	Common Stock	4,456	$43.3	D
Employee Stock Option (right to buy)	⁽⁵⁾	02/20/2029	Common Stock	4,130	$49.6	D
Employee Stock Option (right to buy)	⁽⁶⁾	02/25/2030	Common Stock	5,388	$43.24	D
Employee Stock Option (right to buy)	⁽⁷⁾	02/10/2031	Common Stock	6,690	$43.13	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	1,126	⁽⁹⁾	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,796	⁽⁹⁾	D
Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,230	⁽⁹⁾	D
Dividend Equivalent Rights	⁽¹²⁾	⁽¹²⁾	Common Stock	112	⁽¹²⁾	D

Explanation of Responses:

1. The reporting person previously filed a Form 3 Initial Statement of Beneficial Ownership on March 14, 2012 as the Vice President and Chief Information Officer of Allison Transmission Holdings, Inc. ("ALSN"). On July 1, 2012, the reporting person moved to a role that did not meet the definition of officer for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16") and therefore ceased having Section 16 reporting obligations. On August 6, 2021, the reporting person assumed certain responsibilities of ALSN's retiring Senior Vice President, Product Engineering and Planning which resulted in the reporting person once again meeting the definition of officer for purposes of Section 16 and resumed reporting obligations under Section 16.

2. The option vested on February 17, 2019.

3. The option vested on February 22, 2020.

4. The option vested on February 7, 2021.

5. The option vests on February 20, 2022.

6. The option vests on February 25, 2023.

7. The option vests in three equal annual installments beginning on February 10, 2022.

8. The restricted stock units ("RSUs") vest on February 20, 2022.

9. Each RSU represents a contingent right to receive one share of ALSN common stock ("Common Stock"). RSUs earn dividend equivalents when dividends are declared on the Common Stock.

10. The RSUs vest on February 25, 2023.

11. The RSUs vest in three equal annual installments beginning on February 10, 2022.

12. The dividend equivalent rights vest proportionately with the RSUs to which they related. Each dividend equivalent right is the economic equivalent of one share of Common Stock.

	Jacalyn C. Bolles, Attorney-in-Fact (power of attorney filed herewith)	08/13/2021
	** 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 5 (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.
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