SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* STAR JAMES A (Last) (First) (Middle) C/O ALLISON TRANSMISSION HOLDINGS INC. ONE ALLISON WAY (Street) INDIANAPOLIS IN 46222 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/12/2016	3. Issuer Name and Ticker or Trading Symbol Allison Transmission Holdings Inc [ ALSN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	34,555	D
Common Stock	1,187,000	I	By Areljay, LP(1)
Common Stock	3,936,354	I	By The Crown Fund(1)
Common Stock	1,762,400	I	By The Crown Fund II(1)
Common Stock	19,900	I	By HCNI II, LLC(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares are held by the identified entities in which trusts established for the benefit of the reporting person's wife and children indirectly own interests. The reporting person is President and Chief Executive Officer of Longview Asset Management, LLC, which, by virtue of managing the investments of such entities, may be deemed to beneficially own the shares held by such entities. The reporting person disclaims beneficial ownership of the shares held by these entities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.

Remarks:

Exhibit 24 - Power of Attorney

	Eric C. Scroggin, attorney-in-fact (power of attorney filed herewith)	05/17/2016
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY



Know all by these presents, that the undersigned hereby

constitutes and appoints each of David S. Graziosi and

Eric C. Scroggins or either of them signing singly, and

with full power of substitution, the undersigned's true

and lawful attorney-in-fact to:



(1) prepare, execute in the undersigned's name and on

the undersigned's behalf, and submit to the U.S.

Securities and Exchange Commission (the "SEC") a Form

ID, including amendments thereto, and any other documents

necessary or appropriate to obtain codes and passwords

enabling the undersigned to make electronic filings with

the SEC of reports required by Section 16(a) of the

Securities Exchange Act of 1934 or any rule or regulation

of the SEC;



(2) execute for and on behalf of the undersigned, in the

undersigned's capacity as an officer and/or director of

Allison Transmission Holdings, Inc. (the "Company"),

Forms 3, 4, and 5 in accordance with Section 16(a) of

the Securities Exchange Act of 1934 and the rules

thereunder;



(3) do and perform any and all acts for and on behalf of

the undersigned which may be necessary or desirable to

complete and execute any such Form 3, 4, or 5, complete

and execute any amendment or amendments thereto, and

timely file such form with the SEC and any stock exchange

or similar authority; and



(4) take any other action of any type whatsoever in

connection with the foregoing which, in the opinion

of such attorney-in-fact, may be of benefit to, in the

best interest of, or legally required by, the undersigned,

it being understood that the documents executed by such

attorney-in-fact on behalf of the undersigned pursuant

to this Power of Attorney shall be in such form and shall

contain such terms and conditions as such attorney-in-fact

may approve in such attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact

full power and authority to do and perform any and every

act and thing whatsoever requisite, necessary, or proper to

be done in the exercise of any of the rights and powers

herein granted, as fully to all intents and purposes as

the undersigned might or could do if personally present,

with full power of substitution or revocation, hereby

ratifying and confirming all that such attorney-in-fact,

or such attorney-in-fact's substitute or substitutes,

shall lawfully do or cause to be done by virtue of this

power of attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing

attorneys-in-fact, in serving in such capacity at the

request of the undersigned, are not assuming, nor is the

Company assuming, any of the undersigned's responsibilities

to comply with Section 16 of the Securities Exchange Act

of 1934.



This Power of Attorney shall remain in full force and

effect until the undersigned is no longer required to

file Forms 3, 4, and 5 with respect to the undersigned's

holdings of and transactions in securities issued by the

Company, unless earlier revoked by the undersigned in a

signed writing delivered to the foregoing

attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this

Power of Attorney to be executed as of this 10 day

of May, 2016.





/s/ James A. Star

Signature



James A. Star

Printed Name