X0306 4 2014-05-09 0001411207 Allison Transmission Holdings Inc ALSN 0001564787 Denison David ONE ALLISON WAY INDIANAPOLIS IN 46222 1 0 0 0 Deferred Stock Units 2014-05-09 4 A 0 6412 0 A Common Stock 6412 13692 D The deferred stock units ("DSUs") represent the portion of the reporting person's annual retainer, annual equity award and committee fees under the Allison Transmission Holdings, Inc. (the "Company") Amended and Restated Non-Employee Director Compensation Policy deferred pursuant to the Company's Non-Employee Director Deferred Compensation Plan. Each DSU is the economic equivalent of one share of the Company's common stock. The portion of the DSUs representing the annual retainer, or 3,466 DSUs, and committee fees, or 346 DSUs, vest immediately and the portion of the DSUs representing the annual equity award, or 2,600 DSUs, vest on the date of the next annual meeting of the stockholders of the Company. 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. The number of DSUs received was calculated based on $28.85, which was the closing price of the Company's common stock on the date of grant. /s/ Eric C. Scroggins, attorney-in-fact 2014-05-12