Sec Form 4 Filing - ASKREN STANLEY A @ Allison Transmission Holdings Inc - 2019-05-08

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) ONE ALLISON WAY 3. Date of Earliest Transaction (MM/DD/YY) 05/08/2019 (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 ) 05/08/2019 A 413 A $ 0 ( 2 ) 13,733 D Common Stock ( 3 ) 05/08/2019 M 2,895 ( 4 ) A $ 0 16,628 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 Restricted Stock Units ( 5 ) 05/08/2019 M 2,859 ( 6 ) ( 6 ) Common Stock 2,859 $ 0 0 D Dividend Equivalent Rights ( 7 ) 05/08/2019 M 36 ( 8 ) ( 8 ) Common Stock 36 $ 0 0 D Deferred Stock Units ( 9 ) ( 10 ) 05/09/2019 A 2,880 ( 11 ) ( 11 ) Common Stock 2,880 $ 0 ( 12 ) 2,880 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ASKREN STANLEY A ONE ALLISON WAY INDIANAPOLIS, IN46222 X Signatures /s/Jacalyn Bolles, Attorney-in-Fact 05/10/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares respresent a quarterly payment of the reporting person's annual retainer under the Allison Transmission Holdings, Inc. (the "Company") Fifth Amended and Restated Non-Employee Director Compensation Policy ("Policy"). The annual retainer is paid quarterly in arrears in cash or common stock at the reporting person's discretion. ( 2 )The number of shares of common stock received was calculated based on $45.36, which was the closing price of the Company's common stock on the date of grant. ( 3 )Settlement of restricted stock units ("RSUs") and related dividend equivalents. ( 4 )Includes 36 dividend equivalents. ( 5 )Each RSU represents a contingent right to receive one share of the Company's common stock. ( 6 )On May 10, 2018, the reporting person was granted 2,859 RSUs that vested on May 8, 2019. ( 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 RSUs and vested on May 8, 2019. ( 9 )The DSUs represent the portion of the reporting person's annual equity award under the Policy deferred pursuant to the Company's Amended and Restated Non-Employee Director Deferred Compensation Plan. ( 10 )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. ( 11 )The DSUs vest on the date of the next annual meeting of the stockholders of the Company. ( 12 )The number of DSUs received was calculated based on $45.13, which was the closing price of the Company's common stock on the date of grant.

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