Washington, D.C. 20549


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 Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
New PCo Investments Ltd.

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
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 X 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 1,363,096(1)(2) D(3)
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. Also includes 1,185 shares of non-voting common stock.
2. Does not include 75,348,749 shares of common stock beneficially owned by a group of affiliates of the Onex Corporation that includes New PCo Investments Ltd. For additional information about the beneficial ownership of the common stock of Allison Transmission Holdings, Inc. by affiliates of the Onex Corporation please see the Form 4 filed by the Onex Corporation with the Securities and Exchange Commission on March 22, 2012.
3. Pursuant to an internal reorganization on May 28, 2013, 1597257 Ontario Inc. transferred all of its shares of common stock of Allison Transmission Holdings, Inc. to its wholly owned subsidiary, New PCo Investments Ltd. Subsequent to this internal reorganization,1597257 Ontario Inc. remains the beneficial owner of all of the shares of common stock currently held by New PCo Investments Ltd.
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Christopher Govan, Authorized Person 05/31/2013
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Exhibit 24

                                                                      Exhibit 24

                                POWER OF ATTORNEY

     The undersigned understands that, from time to time, New PCo Investments Ltd.,
along with its subsidiaries and affiliates, including without limitation investment
funds it sponsors or may sponsor, directly or indirectly (collectively, the
"Company"), is required to prepare, execute and file certain federal and state
securities laws filings.

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of Seth Mersky, Kosty Gilis, Michael Fizzell, Donald Lewtas,
Christopher Govan and Andrea Daly or any 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 name of the Company and on behalf of the
             Company, 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
             Forms D ("Form D") required to be filed in accordance with Rule 503
             ("Rule 503") promulgated with respect to Sections 4(2), 4(6) and
             3(b) of the Securities Act of 1933 (the "1933 Act") and reports
             required by Sections 13(d) and 16(a) of the Securities Exchange Act
             of 1934 (the "1934 Act") or any rule or regulation of the SEC;

     (2)     prepare and execute for and on behalf of the Company, in the undersigned's
             capacity as vice president of the Company,federal and state securities
             laws filings including without limitation Forms D pursuant to Rule
             503 and Schedules 13D and 13G and Forms 3, 4, and 5 in accordance
             with Sections 13(d) and 16(a) of the 1934 Act and the rules thereunder;

     (3)     do and perform any and all acts for and on behalf of the Company
             which may be necessary or desirable to complete and execute any such
             federal and state securities laws filings including without limitation
             Forms D, Schedules 13D and 13G and Forms 3, 4, and 5, complete and
             execute any amendment or amendments thereto, and timely file such
             form with the SEC and the securities administrators of any state,
             the District of Columbia, the Commonwealth of Puerto Rico, Guam and
             the United States Virgin Islands or their designees 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,
whether the same needs to be executed, taken or done by him in his capacity as a
current or former member, partner, shareholder, director or officer of any company,
partnership, corporation, organization, firm, branch or other entity connected with,
related to or affiliated with the Company or entities that directly or indirectly
hold interests in the Company.

     The undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request of the undersigned, are not assuming any of the
undersigned's responsibilities to comply with federal and state securities laws,
including without limitation Rule 503 of the 1933 Act or Section 13 and Section 16
of the 1934 Act.

     This Power of Attorney and all authority conferred hereby shall not be terminated
by operation of law, whether by the death or incapacity of the undersigned or by
occurrence of any other event.  Actions taken by an attorney-in-fact pursuant to
this Power of Attorney shall be as valid as if any event described in the preceding
sentence had not occurred, whether or not the attorney-in-fact shall have received
notice of such event.  Notwithstanding the foregoing, (i) in the event that an
attorney-in-fact is no longer employed by the Company or its affiliates, this
Power of Attorney and all authority conferred hereby shall be immediately terminated
with respect to such Attorney, and (ii) the undersigned may terminate or revoke
this Power of Attorney at any time.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 28th day of May, 2013.

                                        NEW PCO INVESTMENTS LTD.

                                        By:   /s/ Michelle Iskander
                                        Name:  Michelle Iskander
                                        Title: Secretary

                                        By:   /s/ Lori Shapiro
                                        Name:  Lori Shapiro
                                        Title: Vice President