SEC Form 4
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*
Spivy Gregory P

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Allison Transmission Holdings Inc [ ALSN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 05/11/2017 M 3,697(1) A $0 6,925 D(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units (4) 05/11/2017 M 3,628 (5) (5) Common Stock 3,628 $0 0 D(2)
Dividend Equivalent Rights (6) 05/11/2017 M 69 (7) (7) Common Stock 69 $0 0 D(2)
1. Name and Address of Reporting Person*
Spivy Gregory P

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ValueAct Holdings, L.P.

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ValueAct Capital Master Fund, L.P.

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VA Partners I, LLC

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ValueAct Capital Management, L.P.

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ValueAct Capital Management, LLC

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ValueAct Holdings GP, LLC

(Last) (First) (Middle)
ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR

(Street)
SAN FRANCISCO CA 94129

(City) (State) (Zip)
Explanation of Responses:
1. Settlement of restricted stock units ("RSUs") and related dividend equivalents.
2. All board compensation accrues to the benefit of the investors in ValueAct Capital Master Fund, L.P.‎, and not to any individual. Under an agreement with ValueAct Capital, Gregory P. Spivy is deemed to hold the common stock for the benefit of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.
3. Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
4. Each RSU represents a contingent right to receive one share of the Company's common stock.
5. On May 12, 2016, the reporting person was granted 3,628 RSUs that vested on May 11, 2017.
6. Each dividend equivalent right represents a contingent right to receive one share of the Company's common stock.
7. The dividend equivalent rights accrued on previously awarded RSUs and vested on May 11, 2017.
Remarks:
- The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. - As of May 11, 2017, Gregory P. Spivy, a Partner at ValueAct Capital, no longer serves on the board of directors of the Issuer. As a result of his prior service, the other reporting persons herein may have been deemed directors by deputization.
/s/ Gregory P. Spivy 05/15/2017
VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer 05/15/2017
VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer 05/15/2017
VA PARTNERS I, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer 05/15/2017
VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer 05/15/2017
VALUEACT CAPITAL MANAGEMENT, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer 05/15/2017
VALUEACT HOLDINGS GP, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer 05/15/2017
** 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).
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