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| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 1 )These deferred stock units ("DSUs") represent a quarterly payment of the portion of the reporting person's annual retainer and other fees under the Allison Transmission Holdings, Inc. (the "Company") Fifth Amended and Restated Non-Employee Director Compensation Policy ("Policy") deferred pursuant to the Company's Amended and Restated Non-Employee Director Deferred Compensation Plan. The annual retainer and other fees are payable quarterly in arrears.|
( 2 )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.
( 3 )The number of DSUs received was calculated based on $45.36, which was the closing price of the Company's common stock on the date of grant.
( 4 )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.
( 5 )The DSUs vest on the date of the next annual meeting of the stockholders of the Company.
( 6 )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.
|* 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).|