X0306 4 2017-02-10 0 0001411207 Allison Transmission Holdings Inc ALSN 0001241605 RABAUT THOMAS W ONE ALLISON WAY INDIANAPOLIS IN 46222 1 0 0 0 Common Stock 2017-02-10 4 A 0 497 0.00 A 29964 D Deferred Stock Units 2017-02-10 4 A 0 232 0.00 A Common Stock 232 822 D These shares represent a quarterly payment of the reporting person's annual retainer under the Allison Transmission Holdings, Inc. (the "Company") Second Amended and Restated Non-Employee Director Compensation Policy ("Policy"). The annual retainer is paid quarterly in arrears in cash or common stock at the reporting person's discretion. The number of shares of common stock received was calculated based on $37.68, which was the closing price of the Company's common stock on the date of grant. Each deferred stock unit ("DSU") is the economic equivalent of one share of the Company's common stock. The DSUs become payable, in common stock, or at the Company's election, cash, at the earlier of the reporting person's separation from service or a change in control. DSUs earn dividend equivalents when dividends are declared on the Company's common stock. These DSUs represent a quarterly payment of the portion of the reporting person's other fees under the Policy deferred pursuant to the Company's Amended and Restated Non-Employee Director Deferred Compensation Plan. The ther fees are payable quarterly in arrears. The number of DSUs received was calculated based on $37.68, which was the closing price of the Company's common stock on the date of grant. /s/ Eric C. Scroggins, attorney-in-fact 2017-02-14