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
X
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*
ONEX CORP

(Last) (First) (Middle)
161 BAY STREET

(Street)
TORONTO A6 M5J 2S1

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/09/2014
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 06/09/2014 S 17,500,000 D $29.95 5,321,249 I See footnotes(1)(2)(3)(4)
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
1. Name and Address of Reporting Person*
ONEX CORP

(Last) (First) (Middle)
161 BAY STREET

(Street)
TORONTO A6 M5J 2S1

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCHWARTZ GERALD W

(Last) (First) (Middle)
C/O ONEX CORPORATION
161 BAY STREET

(Street)
TORONTO A6 M5J 2S1

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Onex American Holdings II LLC

(Last) (First) (Middle)
421 LEADER STREET

(Street)
MARION OH 43302

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

(Last) (First) (Middle)
421 LEADER STREET

(Street)
MARION OH 43302

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Allison Executive Investco LLC

(Last) (First) (Middle)
421 LEADER STREET

(Street)
MARION OH 43302

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Allison Executive Investco II LLC

(Last) (First) (Middle)
421 LEADER STREET

(Street)
MARION OH 43302

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Onex American Holdings Subco LLC

(Last) (First) (Middle)
421 LEADER STREET

(Street)
MARION OH 43302

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OAH Wind LLC

(Last) (First) (Middle)
421 LEADER STREET

(Street)
MARION OH 43302

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Onex Allison Holding Ltd S.A.R.L.

(Last) (First) (Middle)
421 LEADER STREET

(Street)
MARION OH 43302

(City) (State) (Zip)
Explanation of Responses:
1. Following the reported transaction, includes: (i) 2,405,689 shares of common stock held by Onex Partners II LP; (ii) 1,617,327 shares of common stock held by Onex Allison Holding Limited S.a R.L.; (iii) 1,134,037 shares of common stock held by Onex Allison Co-Invest LP; (iv) 45,321 shares of common stock held by Onex US Principals LP; and (v) 22,611 shares of common stock held by Onex Partners II GP LP.
2. Onex Corporation may be deemed to beneficially own the common stock held by (a) Onex Partners II LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP, the general partner of Onex Partners II LP; (b) Onex Allison Holding Limited S.a R.L., through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of each of Allison Executive Investco LLC, which owns all of the equity of Allison Executive Investco II LLC, and Onex American Holdings Subco LLC, which owns all of the equity interests of OAH Wind LLC, which OAH Wind LLC and Allison Executive Investco II LLC own all of the equity interests of Onex Allison Holding Limited S.a R.L.; (continued)
3. (c) Onex Allison Co-Invest LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP, the general partner of Onex Allison Co-Invest LP; (d) Onex US Principals LP, through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP; and (e) Onex Partners II GP LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP.
4. New PCo II Investments Ltd. is the record holder of 95,079 shares of common stock and 1,185 shares of non-voting common stock. 1597257 Ontario Inc., the sole shareholder of New PCo II Investments Ltd., is an independent entity that is controlled by Mr. Gerald W. Schwartz. Mr. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to beneficially own all of the common stock owned beneficially by Onex Corporation. Mr. Schwartz disclaims any such beneficial ownership. Mr. Schwartz has indirect voting and investment control of Onex Corporation.
Remarks:
Due to the limitations of the electronic filing system, Onex Partners GP Inc., Onex US Principals LP, Onex Partners II GP LP, Onex Allison Co-Invest LP, Onex Partners II LP, 1597257 Ontario Inc. and New PCo II Investments Ltd. are filing a separate Form 4.
ONEX CORPORATION, By: /s/ Andrea E. Daly, Authorized Person 06/11/2014
/s/ Donald W. Lewtas, attorney-in-fact 06/11/2014
ONEX AMERICAN HOLDINGS II LLC, By: /s/ Donald F. West, Authorized Person 06/11/2014
ONEX AMERICAN HOLDINGS GP LLC, By: /s/ Donald F. West, Authorized Person 06/11/2014
ALLISON EXECUTIVE INVESTCO LLC, By: /s/ Donald F. West, Authorized Person 06/11/2014
ALLISON EXECUTIVE INVESTCO II LLC, By: /s/ Donald F. West, Authorized Person 06/11/2014
ONEX AMERICAN HOLDINGS SUBCO LLC, By: /s/ Donald F. West, Authorized Person 06/11/2014
OAH WIND LLC, By: /s/ Donald F. West, Authorized Person 06/11/2014
ONEX ALLISON HOLDING LIMITED S.a R.L., By: /s/ Donald F. West, Authorized Person 06/11/2014
** 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.