0001209191-13-052950.txt : 20131119
0001209191-13-052950.hdr.sgml : 20131119
20131119060334
ACCESSION NUMBER: 0001209191-13-052950
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20131115
FILED AS OF DATE: 20131119
DATE AS OF CHANGE: 20131119
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Allison Transmission Holdings Inc
CENTRAL INDEX KEY: 0001411207
STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
BUSINESS ADDRESS:
STREET 1: ONE ALLISON WAY
CITY: Indianapolis
STATE: IN
ZIP: 46222
BUSINESS PHONE: (317) 242-5000
MAIL ADDRESS:
STREET 1: ONE ALLISON WAY
CITY: Indianapolis
STATE: IN
ZIP: 46222
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: 1597257 Ontario Inc.
CENTRAL INDEX KEY: 0001517831
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35456
FILM NUMBER: 131228425
BUSINESS ADDRESS:
STREET 1: C/O ONEX CORPORATION, 161 BAY STREET
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
BUSINESS PHONE: 416-362-7711
MAIL ADDRESS:
STREET 1: C/O ONEX CORPORATION, 161 BAY STREET
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex Allison Co-Invest LP
CENTRAL INDEX KEY: 0001544368
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35456
FILM NUMBER: 131228427
BUSINESS ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: 48TH FLOOR
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
BUSINESS PHONE: (416) 874-1213
MAIL ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: 48TH FLOOR
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex Partners II GP LP
CENTRAL INDEX KEY: 0001517797
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35456
FILM NUMBER: 131228428
BUSINESS ADDRESS:
STREET 1: 712 FIFTH AVENUE
STREET 2: C/O ONEX INVESTMENT CORPORATION
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-582-2211
MAIL ADDRESS:
STREET 1: 712 FIFTH AVENUE
STREET 2: C/O ONEX INVESTMENT CORPORATION
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex US Principals LP
CENTRAL INDEX KEY: 0001297369
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35456
FILM NUMBER: 131228429
BUSINESS ADDRESS:
STREET 1: 421 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
BUSINESS PHONE: (416) 362-7711
MAIL ADDRESS:
STREET 1: 421 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex Partners GP Inc.
CENTRAL INDEX KEY: 0001544360
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35456
FILM NUMBER: 131228430
BUSINESS ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: 48TH FLOOR
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
BUSINESS PHONE: (416) 874-1213
MAIL ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: 48TH FLOOR
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ONEX PARTNERS II L P
CENTRAL INDEX KEY: 0001367466
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35456
FILM NUMBER: 131228426
BUSINESS ADDRESS:
STREET 1: 712 5TH AVE 40TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-582-2211
MAIL ADDRESS:
STREET 1: 712 5TH AVE 40TH FL
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: New PCo Investments Ltd.
CENTRAL INDEX KEY: 0001578446
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35456
FILM NUMBER: 131228424
BUSINESS ADDRESS:
STREET 1: C/O ONEX CORPORATION
STREET 2: 161 BAY STREET
CITY: TORONTO
STATE: A6
ZIP: ON M5J 2S1
BUSINESS PHONE: (416) 874-1213
MAIL ADDRESS:
STREET 1: C/O ONEX CORPORATION
STREET 2: 161 BAY STREET
CITY: TORONTO
STATE: A6
ZIP: ON M5J 2S1
4
1
c631486_4x0.xml
MAIN DOCUMENT DESCRIPTION
X0306
4
2013-11-15
0001411207
Allison Transmission Holdings Inc
ALSN
0001544360
Onex Partners GP Inc.
712 FIFTH AVENUE
40TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001297369
Onex US Principals LP
421 LEADER STREET
MARION
OH
43302
0
0
1
0
0001517797
Onex Partners II GP LP
712 FIFTH AVENUE
40TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001544368
Onex Allison Co-Invest LP
712 FIFTH AVENUE
40TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001367466
ONEX PARTNERS II L P
712 FIFTH AVENUE
40TH FLOOR
NEW YORK
NY
10019
0
0
1
0
0001517831
1597257 Ontario Inc.
C/O ONEX CORPORATION
161 BAY STREET
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
0001578446
New PCo Investments Ltd.
C/O ONEX CORPORATION
161 BAY STREET
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
Common Stock
2013-11-15
4
S
0
7500000
23.1
D
55946249
I
See Footnotes
Following the reported transaction, includes: (i) 25,292,796 shares of common stock held by Onex Partners II LP; (ii) 17,004,172 shares of common stock held by Onex Allison Holding Limited S.a R.L.; (iii) 11,922,970 shares of common stock held by Onex Allison Co-Invest LP; (iv) 476,490 shares of common stock held by Onex US Principals LP; and (v) 237,725 shares of common stock held by Onex Partners II GP LP.
Onex Corporation may be deemed to beneficially own the common stock held by (a) Onex Partners II LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP, the general partner of Onex Partners II LP; (b) Onex Allison Holding Limited S.a R.L., through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of each of Allison Executive Investco LLC, which owns all of the equity of Allison Executive Investco II LLC, and Onex American Holdings Subco LLC, which owns all of the equity interests of OAH Wind LLC, which OAH Wind LLC and Allison Executive Investco II LLC own all of the equity interests of Onex Allison Holding Limited S.a R.L.; (continued)
(c) Onex Allison Co-Invest LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP, the general partner of Onex Allison Co-Invest LP; (d) Onex US Principals LP, through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP; and (e) Onex Partners II GP LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP.
New PCo Investments Ltd. is the record holder of 1,010,911 shares of common stock and 1,185 shares of non-voting common stock. 1597257 Ontario Inc., the sole shareholder of New PCo Investments Ltd., is an independent entity that is controlled by Mr. Gerald W. Schwartz. Mr. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to beneficially own all of the common stock owned beneficially by Onex Corporation. Mr. Schwartz disclaims any such beneficial ownership. Mr. Schwartz has indirect voting and investment control of Onex Corporation.
Due to the limitations of the electronic filing system, Onex Corporation, Gerald W. Schwartz, Onex American Holdings II LLC, Onex American
Holdings GP LLC, Allison Executive Investco LLC, Allison Executive Investco II LLC, Onex American Holdings Subco LLC, OAH Wind
LLC and Onex Allison Holding Limited S.a R.L. are filing a separate Form 4.
ONEX PARTNERS GP INC., By: /s/ Andrea E. Daly, Authorized Person
2013-11-19
ONEX US PRINCIPALS LP, By: /s/ Donald F. West, Authorized Person
2013-11-19
ONEX PARTNERS II GP LP, By: Onex Partners GP Inc., its general partner, By: /s/ Andrea E. Daly, Authorized Person
2013-11-19
ONEX ALLISON CO-INVEST LP, By: Onex Partners II GP LP, its general partner, By: Onex Partners Manager LP, its Agent, By: Onex Partners Manager GP ULC, its general partner, By: /s/ Andrea E. Daly, Authorized Person
2013-11-19
ONEX PARTNERS II LP, By Onex Partners II GP LP, its general partner, By Onex Partners Manager LP, its Agent, By Onex Partners Manager GP ULC, its general partner, By: /s/ Andrea E. Daly, Authorized Person
2013-11-19
1597257 ONTARIO INC., By: /s/ Andrea E. Daly, Authorized Person
2013-11-19
NEW PCO INVESTMENTS LTD., By: /s/ Andrea E. Daly, Authorized Person
2013-11-19