SEC Form 4

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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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. 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)
	3. Date of Earliest Transaction (Month/Day/Year) 05/11/2017
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)	05/11/2017		A		490	A	$0(2)	36,808	D
Common Stock(3)	05/11/2017		M		3,697(4)	A	$0	40,505	D
Common Stock								1,187,000	I	By Areljay II LLC(5)
Common Stock								3,936,354	I	By The Crown Fund(5)
Common Stock								1,762,400	I	By The Crown Fund II(5)
Common Stock								19,900	I	By HCNI II, LLC(5)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	(6)	05/11/2017		M			3,628	(7)	(7)	Common Stock	3,628	$0	0	D
Dividend Equivalent Rights	(8)	05/11/2017		M			69	(9)	(9)	Common Stock	69	$0	0	D
Restricted Stock Units(10)	(6)	05/12/2017		A		3,185		(11)	(11)	Common Stock	3,185	$0(12)	3,185	D

Explanation of Responses:

1. These shares represent a quarterly payment of the reporting person's annual retainer under the Allison Transmission Holdings, Inc. (the "Company") Second 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 $38.23, 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 69 dividend equivalents.

5. 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 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 any other purpose.

6. Each RSU represents a contingent right to receive one share of the Company's common stock.

7. On May 13, 2016, the reporting person was granted 3,628 RSUs that vested on May 11, 2017.

8. Each dividend equivalent rights is the economic equivalent of one share of the Company's common stock.

9. The dividend equivalent rights accrued on previously awarded RSUs and vested on May 11, 2017.

10. The RSUs represent the reporting person's annual equity award under the Policy.

11. The RSUs vest on the date of the next annual meeting of the stockholders of the Company. Unvested RSUs earn dividend equivalents when dividends are declared on the Company's common stock.

12. The number of RSUs received was calculated based on $37.67, which was the closing price of the Company's common stock on the date of grant.

Remarks:

	/s/ Eric C. Scroggins, attorney-in-fact	05/15/2017
	** 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 4 (b)(v).
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