SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Reynolds Richard VanFleet

(Last)

(First)

(Middle)

C/O ALLISON TRANSMISSION HOLDINGS, INC.

ONE ALLISON WAY

(Street)

INDIANAPOLIS

46222

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2023

4. 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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	05/03/2023		M		37,044⁽²⁾	A	$0	37,044	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	⁽³⁾	05/03/2023		M			4,068	⁽⁴⁾	⁽⁴⁾	Common Stock	4,068	$0	0	D
Dividend Equivalent Rights	⁽⁵⁾	05/03/2023		M			3,523	⁽⁶⁾	⁽⁶⁾	Common Stock	3,523	$0	0	D
Deferred Stock Units	⁽³⁾	05/03/2023		M			3,466	⁽⁷⁾	⁽⁷⁾	Common Stock	3,466	$0	0	D
Deferred Stock Units	⁽³⁾	05/03/2023		M			3,162	⁽⁸⁾	⁽⁸⁾	Common Stock	3,162	$0	0	D
Deferred Stock Units	⁽³⁾	05/03/2023		M			3,628	⁽⁹⁾	⁽⁹⁾	Common Stock	3,628	$0	0	D
Deferred Stock Units	⁽³⁾	05/03/2023		M			3,185	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	3,185	$0	0	D
Deferred Stock Units	⁽³⁾	05/03/2023		M			2,859	⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,859	$0	0	D
Deferred Stock Units	⁽³⁾	05/03/2023		M			2,880	⁽¹²⁾	⁽¹²⁾	Common Stock	2,880	$0	0	D
Deferred Stock Units	⁽³⁾	05/03/2023		M			3,600	⁽¹³⁾	⁽¹³⁾	Common Stock	3,600	$0	0	D
Deferred Stock Units	⁽³⁾	05/03/2023		M			2,927	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	2,927	$0	0	D
Deferred Stock Units	⁽³⁾	05/03/2023		M			3,746	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	3,746	$0	0	D

Explanation of Responses:

1. Represents the deferred stock units ("DSUs") and dividend equivalents payable upon the reporting person's separation from service. The reporting person did not stand for re-election at Allison Transmission Holdings, Inc.'s (the "Company") 2023 annual meeting of stockholders and his term ended on May 3, 2023.

2. Includes 33,521 DSUs and 3,523 related dividend equivalents.

3. Each 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.

4. On May 9, 2013, the reporting person was granted 4,068 DSUs that vested on May 8, 2014.

5. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock.

6. The dividend equivalent rights accrued on previously awarded DSUs and were payable on May 3, 2023, the date of the reporting person's separation from service.

7. On May 9, 2014, the reporting person was granted 3,466 DSUs that vested on May 14, 2015.

8. On May 15, 2015, the reporting person was granted 3,162 DSUs that vested on May 12, 2016.

9. On May 13, 2016, the reporting person was granted 3,628 DSUs that vested on May 12, 2017.

10. On May 12, 2017, the reporting person was granted 3,185 DSUs that vested on May 10, 2018.

11. On May 10, 2018, the reporting person was granted 2,859 DSUs that vested on May 9, 2019.

12. On May 9, 2019, the reporting person was granted 2,880 DSUs that vested on May 6, 2020.

13. On May 7, 2020, the reporting person was granted 3,600 DSUs that vested on May 5, 2021.

14. On May 6, 2021, the reporting person was granted 2,927 DSUs that vested on May 4, 2022.

15. On May 5, 2022, the reporting person was granted 3,746 DSUs that vested on May 3, 2023.

	/s/ Eric C. Scroggins, attorney-in-fact	05/05/2023
	** 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.