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^*

Kirk Randall R.

(Last)

(First)

(Middle)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Prod Eng & Planning

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2021

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

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	08/06/2021		M		6,117	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	320,572	D
Common Stock	08/06/2021		F		2,682⁽⁵⁾	D	$38.45	317,890	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)
Restricted Stock Units	⁽¹⁾	08/06/2021		M			3,045	⁽¹⁾	⁽¹⁾	Common Stock	3,045	$0	0	D
Restricted Stock Units	⁽³⁾	08/06/2021		M			2,002	⁽³⁾	⁽³⁾	Common Stock	2,002	$0	0	D
Restricted Stock Units	⁽⁴⁾	08/06/2021		M			761	⁽⁴⁾	⁽⁴⁾	Common Stock	761	$0	0	D
Dividend Equivalent Rights	⁽²⁾	08/06/2021		M			309	⁽²⁾	⁽²⁾	Common Stock	309	$0	0	D

Explanation of Responses:

1. Settlement of restricted stock units ("RSUs") granted on February 20, 2019. Each RSU represents the right to receive one share of Allison Transmission Holdings, Inc. ("ALSN") common stock. Pursuant to the reporting person's severance agreement, the reporting person received prorated acceleration of his unvested RSU awards upon his retirement as Senior Vice President, Product Engineering and Planning of ALSN on August 6, 2021. The remaining RSUs were cancelled.

2. Settlement of dividend equivalent rights ("DERs"). The DERs accrued when and as dividends were paid on ALSN common stock and vest proportionately with the RSU to which they relate. Each DER is the economic equivalent of one share of ALSN common stock.

3. Settlement of RSUs granted on February 25, 2020. Each RSU represents the right to receive one share of ALSN common stock. Pursuant to the reporting person's severance agreement, the reporting person received prorated acceleration of his unvested RSU awards upon his retirement as Senior Vice President, Product Engineering and Planning of ALSN on August 6, 2021. The remaining RSUs were cancelled.

4. Settlement of RSUs granted on February 10, 2021. Each RSU represents the right to receive one share of ALSN common stock. Pursuant to the reporting person's severance agreement, the reporting person received prorated acceleration of his unvested RSU awards upon his retirement as Senior Vice President, Product Engineering and Planning of the Company on August 6, 2021. The ramining RSUs were cancelled.

5. Represents shares withheld by ALSN to satisfy tax withholding obligations on the vesting of RSUs and DERs.

Remarks:

	/s/ Jacalyn C. Bolles, attorney-in-fact	08/10/2021
	** 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.