SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Allison Transmission Holdings, Inc.

(Name of Issuer)

 

Common stock, par value $0.01

(Title of Class of Securities)

 

01973R101

(CUSIP Number)

 

June 9, 2014

(Date of Event Which Requires Filing of this Statement)

 

Check the following box to designate the rule pursuant to which the Schedule is filed:

 

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 01973R101
	1.	Names of Reporting Persons
		I.R.S. Identification Nos. of above persons (entities only)
		D. E. Shaw & Co., L.P.
		13-3695715
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization
		Delaware
Number of			5.		Sole Voting Power
Shares
Beneficially					-0-
Owned by
Each
Reporting
Person With
			6.		Shared Voting Power
					8,813,581
			7.		Sole Dispositive Power
					-0-
			8.		Shared Dispositive Power
					8,900,781
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person
		8,900,781
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
	11.	Percent of Class Represented by Amount in Row (9)
		5.0%
	12.	Type of Reporting Person (See Instructions)
		IA, PN

 

 

CUSIP No. 01973R101
	1.	Names of Reporting Persons
		I.R.S. Identification Nos. of above persons (entities only)
		David E. Shaw
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		¨
		(b)		¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization
		United States
Number of			5.		Sole Voting Power
Shares
Beneficially					-0-
Owned by
Each
Reporting
Person With
			6.		Shared Voting Power
					8,813,581
			7.		Sole Dispositive Power
					-0-
			8.		Shared Dispositive Power
					8,900,781
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person
		8,900,781
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
	11.	Percent of Class Represented by Amount in Row (9)
		5.0%
	12.	Type of Reporting Person (See Instructions)
		IN

 

 

Item 1.
(a)	Name of Issuer
	Allison Transmission Holdings, Inc.
(b)	Address of Issuer's Principal Executive Offices
	One Allison Way
	Indianapolis, Indiana 46222
Item 2.
(a)	Name of Person Filing
	D. E. Shaw & Co., L.P.
	David E. Shaw
(b)	Address of Principal Business Office or, if none, Residence
	The business address for each reporting person is:
	1166 Avenue of the Americas, 9th Floor
	New York, NY 10036
(c)	Citizenship
	D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware.
	David E. Shaw is a citizen of the United States of America.
(d)	Title of Class of Securities
	Common stock, par value $0.01
(e)	CUSIP Number
	01973R101

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

Not Applicable

 

Item 4.

Ownership

 

As of June 9, 2014:

 

(a)

Amount beneficially owned:

 

D. E. Shaw & Co., L.P.:	8,900,781 shares This is composed of (i) 6,070,000 shares in the name of D. E. Shaw Kalon Portfolios, L.L.C., (ii) 2,131,679 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (iii) 376,790 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (iv) 25 shares in the name of D. E. Shaw Asymptote Portfolios, L.L.C., and (v) 322,287 shares under the management of D. E. Shaw Investment Management, L.L.C.
David E. Shaw:	8,900,781 shares
	This is composed of (i) 6,070,000 shares in the name of D. E. Shaw Kalon Portfolios, L.L.C., (ii) 2,131,679 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (iii) 376,790 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (iv) 25 shares in the name of D. E. Shaw Asymptote Portfolios, L.L.C., and (v) 322,287 shares under the management of D. E. Shaw Investment Management, L.L.C.

 

(b)

Percent of class:

D. E. Shaw & Co., L.P.:	5.0%
David E. Shaw:	5.0%

 

 

(c)

Number of shares to which the person has:

(i)	Sole power to vote or to direct the vote:
	D. E. Shaw & Co., L.P.:	-0- shares
	David E. Shaw:	-0- shares
(ii)	Shared power to vote or to direct the vote:
	D. E. Shaw & Co., L.P.:	8,813,581 shares
	David E. Shaw:	8,813,581 shares
(iii)	Sole power to dispose or to direct the disposition of:
	D. E. Shaw & Co., L.P.:	-0- shares
	David E. Shaw:	-0- shares
(iv)	Shared power to dispose or to direct the disposition of:
	D. E. Shaw & Co., L.P.:	8,900,781 shares
	David E. Shaw:	8,900,781 shares

 

David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the manager and investment adviser of D. E. Shaw Valence Portfolios, L.L.C., the investment adviser of D. E. Shaw Oculus Portfolios, L.L.C., and the managing member of (i) D. E. Shaw Investment Management, L.L.C., (ii) D. E. Shaw Heliant Adviser, L.L.C., which in turn is the investment adviser of D. E. Shaw Kalon Portfolios, L.L.C., and (iii) D. E. Shaw Adviser, L.L.C., which in turn is the investment adviser of D. E. Shaw Asymptote Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Oculus Portfolios, L.L.C. and the managing member of (i) D. E. Shaw Heliant Manager, L.L.C., which in turn is the manager of D. E. Shaw Kalon Portfolios, L.L.C., and (ii) D. E. Shaw Manager, L.L.C., which in turn is the manager of D. E. Shaw Asymptote Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of 8,813,581 shares, and the shared power to dispose or direct the disposition of 8,900,781 shares, the 8,900,781 shares as described above constituting 5.0% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 8,900,781 shares.

 

Item 5.

Ownership of Five Percent or Less of a Class

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

Item 10.

Certification

By signing below, each of D. E. Shaw & Co., L.P. and David E. Shaw certify that, to the best of such reporting person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. A Power of Attorney, dated June 22, 2012, granted by David E. Shaw in favor of Nathan Thomas, is attached hereto.

 

Dated: June 19, 2014

 

	D. E. Shaw & Co., L.P.
	By:	/s/ Nathan Thomas
		Nathan Thomas
		Chief Compliance Officer
	David E. Shaw
	By:	/s/ Nathan Thomas
		Nathan Thomas
		Attorney-in-Fact for David E. Shaw

 

 

Exhibit 1

 

POWER OF ATTORNEY

FOR CERTAIN REGULATORY FILINGS

INCLUDING CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

AND THE INVESTMENT ADVISERS ACT OF 1940

 

I, David E. Shaw, hereby make, constitute, and appoint each of:

 

Anne Dinning,

 

Julius Gaudio,

 

John Liftin,

 

Louis Salkind,

 

Maximilian Stone,

 

Nathan Thomas, and

 

Eric Wepsic,

 

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, (i) executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L.P. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities) all documents, certificates, instruments, statements, other filings, and amendments to the foregoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with any registration or regulatory disclosure requirements and/or ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Form ADV, Forms 3, 4, 5, and 13F, and Schedules 13D and 13G required to be filed with the United States Securities and Exchange Commission, and (ii) delivering, furnishing, or filing any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing, and/or filing of the applicable document.

 

This power of attorney shall be valid from the date hereof and replaces the power granted on December 15, 2011, which is hereby cancelled.

 

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

 

Date: June 22, 2012

 

DAVID E. SHAW, as President of
D. E. Shaw & Co., Inc.
/s/ David E. Shaw
New York, New York

 

 

 

Exhibit 2

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common stock, par value $0.01, of Allison Transmission Holdings, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of this 19^th day of June, 2014.

 

	D. E. Shaw & Co., L.P.
	By:	/s/ Nathan Thomas
		Nathan Thomas
		Chief Compliance Officer
	David E. Shaw
	By:	/s/ Nathan Thomas
		Nathan Thomas
		Attorney-in-Fact for David E. Shaw