Sec Form 4 Filing - Graziosi David S. @ Allison Transmission Holdings Inc - 2021-02-10

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 Graziosi David S. 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) President and CEO (Last) (First) (Middle) ONE ALLISON WAY 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2021 (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 02/10/2021 M 97,340 A 306,255 D Common Stock 02/10/2021 M 26,768 A 333,023 D Common Stock 02/10/2021 F 51,279 ( 2 ) D $ 43.13 281,744 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 Performance Stock Units ( 3 ) 02/10/2021 A 292,022 ( 4 ) ( 5 ) ( 5 ) Common Stock 292,022 $ 0 292,022 D Performance Stock Units ( 3 ) 02/10/2021 A 80,305 ( 6 ) ( 7 ) ( 7 ) Common Stock 80,305 $ 0 80,305 D Performance Stock Units ( 1 ) 02/10/2021 M 97,340 ( 1 ) ( 1 ) Common Stock 97,340 $ 0 194,682 D Performance Stock Units ( 1 ) 02/10/2021 M 26,768 ( 1 ) ( 1 ) Common Stock 26,768 $ 0 53,537 D Employee Stock Option (right to buy) $ 43.13 02/10/2021 A 114,478 ( 8 ) 02/10/2031 Common Stock 114,478 $ 0 114,478 D Restricted Stock Units ( 9 ) 02/10/2021 A 38,159 ( 10 ) ( 10 ) Common Stock 38,159 $ 0 38,159 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Graziosi David S. ONE ALLISON WAY INDIANAPOLIS, IN46222 President and CEO Signatures /s/Jacalyn C. Bolles, attorney-in-fact 02/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Settlement of performance-based restricted stock units ("PSUs") granted June 29, 2018. Each PSU represents a contingent right to receive one share of Allison Transmission Holdings, Inc. ("ALSN") common stock. ( 2 )Represents shares withheld by ALSN to satisfy tax withholding obligations on the vesting of DSUs. ( 3 )Each PSUs represents a contingent right to receive one share of ALSN. common stock. ( 4 )On June 29, 2018, the reporting person was granted PSUs with a number of PSUs earned to be determined based on the extent to which certain performance conditions were met for a performance period of 2018 - 2020. As determined on February 10, 2021, based on ALSN's actual performance for 2018 - 2020, the reporting person earned 292,022 PSUs. ( 5 )Earned PSUs vest in three annual installments on 97,340 shares on February 10, 2021, 97,340 shares on January 1, 2022 and 97,342 shares on January 1, 2023. ( 6 )On June 29, 2018, the reporting person was granted PSUs with a number of PSUs earned to be determined based on the extent to which certain performance conditions were met for a performance period of 2018 - 2020. As determined on February 10, 2021, based on ALSN's actual performance for 2018 - 2020, the reporting person earned 80,305 PSUs. ( 7 )Earned PSUs vest in three annual installments of 26,768 shares on February 10, 2021, 26,768 shares on January 1, 2022 and 26,769 shares on January 1, 2023. ( 8 )The option vests in three equal annual installments beginning on February 10, 2022. ( 9 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of ALSN common stock. ( 10 )The RSUs vest in three equal annual installments beginning on February 10, 2022.

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).

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