Sec Form 4 Filing - ASKREN STANLEY A @ Allison Transmission Holdings Inc - 2023-05-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ASKREN STANLEY A 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) (Last) (First) (Middle) C/O ALLISON TRANSMISSION HOLDINGS, INC., ONE ALLISON WAY 3. Date of Earliest Transaction (MM/DD/YY) 05/03/2023 (Street) INDIANAPOLIS, IN46222 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 05/03/2023 M 8,536 ( 2 ) A $ 0 14,448 D Common Stock ( 3 ) 05/03/2023 M 3,823 ( 4 ) A $ 0 18,271 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Deferred Stock Units ( 5 ) 05/03/2023 M 2,880 ( 6 ) ( 6 ) Common Stock 2,880 $ 0 0 D Dividend Equivalent Rights ( 7 ) 05/03/2023 M 591 ( 8 ) ( 8 ) Common Stock 591 $ 0 0 D Deferred Stock Units ( 5 ) 05/03/2023 M 454 ( 9 ) ( 9 ) Common Stock 454 $ 0 0 D Deferred Stock Units ( 5 ) 05/03/2023 M 492 ( 10 ) ( 10 ) Common Stock 492 $ 0 0 D Deferred Stock Units ( 5 ) 05/03/2023 M 596 ( 11 ) ( 11 ) Common Stock 596 $ 0 0 D Deferred Stock Units ( 5 ) 05/03/2023 M 3,600 ( 12 ) ( 12 ) Common Stock 3,600 $ 0 0 D Restricted Stock Units ( 13 ) 05/03/2023 M 3,746 ( 14 ) ( 14 ) Common Stock 3,746 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ASKREN STANLEY A C/O ALLISON TRANSMISSION HOLDINGS, INC. ONE ALLISON WAY INDIANAPOLIS, IN46222 X Signatures /s/Eric C. Scroggins, Attorney-in-Fact 05/05/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the deferred stock units ("DSUs") and related 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 8,022 DSUs and 514 related dividend equivalents. ( 3 )Settlement of restricted stock units ("RSUs") and related dividend equivalents. ( 4 )Includes 77 dividend equivalents. ( 5 )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. ( 6 )On May 9, 2019, the reporting person was granted 2,880 DSUs that vested on May 6, 2020. ( 7 )Each dividend equivalent right is the economic equivalent of one share of the Company's common stock. ( 8 )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. ( 9 )On November 8, 2019, the reporting person was granted 454 DSUs that vested on November 8, 2019. ( 10 )On February 10, 2020, the reporting person was granted 492 DSUs that vested on February 10, 2020. ( 11 )On May 6, 2020, the reporting person was granted 596 DSUs that vested on May 6, 2020. ( 12 )On May 7, 2020, the reporting person was granted 3,600 DSUs that vested on May 5, 2021. ( 13 )Each RSU represents a contingent right to receive one share of the Company's common stock. ( 14 )On May 5, 2022, the reporting person was granted 3,746 RSUs that vested on May 3, 2023.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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