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* Milburn Ryan A. (Last) (First) (Middle) ONE ALLISON WAY (Street) INDIANAPOLIS IN 46222 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/06/2021	3. Issuer Name and Ticker or Trading Symbol Allison Transmission Holdings Inc [ ALSN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, Product Engineering	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(1)	12,040	D

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
Employee Stock Option (right to buy)	(2)	02/17/2026	Common Stock	4,444	23.59	D
Employee Stock Option (right to buy)	(3)	02/22/2027	Common Stock	3,242	37.11	D
Employee Stock Option (right to buy)	(4)	02/07/2028	Common Stock	4,456	43.3	D
Employee Stock Option (right to buy)	(5)	02/20/2029	Common Stock	4,130	49.6	D
Employee Stock Option (right to buy)	(6)	02/25/2030	Common Stock	5,388	43.24	D
Employee Stock Option (right to buy)	(7)	02/10/2031	Common Stock	6,690	43.13	D
Restricted Stock Units	(8)	(8)	Common Stock	1,126	(9)	D
Restricted Stock Units	(10)	(10)	Common Stock	1,796	(9)	D
Restricted Stock Units	(11)	(11)	Common Stock	2,230	(9)	D
Dividend Equivalent Rights	(12)	(12)	Common Stock	112	(12)	D

Explanation of Responses:

1. The reporting person previously filed a Form 3 Initial Statement of Beneficial Ownership on March 14, 2012 as the Vice President and Chief Information Officer of Allison Transmission Holdings, Inc. ("ALSN"). On July 1, 2012, the reporting person moved to a role that did not meet the definition of officer for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16") and therefore ceased having Section 16 reporting obligations. On August 6, 2021, the reporting person assumed certain responsibilities of ALSN's retiring Senior Vice President, Product Engineering and Planning which resulted in the reporting person once again meeting the definition of officer for purposes of Section 16 and resumed reporting obligations under Section 16.

2. The option vested on February 17, 2019.

3. The option vested on February 22, 2020.

4. The option vested on February 7, 2021.

5. The option vests on February 20, 2022.

6. The option vests on February 25, 2023.

7. The option vests in three equal annual installments beginning on February 10, 2022.

8. The restricted stock units ("RSUs") vest on February 20, 2022.

9. Each RSU represents a contingent right to receive one share of ALSN common stock ("Common Stock"). RSUs earn dividend equivalents when dividends are declared on the Common Stock.

10. The RSUs vest on February 25, 2023.

11. The RSUs vest in three equal annual installments beginning on February 10, 2022.

12. The dividend equivalent rights vest proportionately with the RSUs to which they related. Each dividend equivalent right is the economic equivalent of one share of Common Stock.

	Jacalyn C. Bolles, Attorney-in-Fact (power of attorney filed herewith)	08/13/2021
	** 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).
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POWER OF ATTORNEY



Know all by these presents, that the undersigned hereby

constitutes and appoints each of Jacalyn C. Bolles 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 11th day

of August, 2021.





/s/Ryan Milburn

Signature



Ryan Milburn

Printed Name