SEC FORM
3
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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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O ONEX CORPORATION |
| 161 BAY STREET |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
11/30/2013
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3. Issuer Name and Ticker or Trading Symbol
Allison Transmission Holdings Inc
[ ALSN ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock |
1,012,096
|
D
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
|
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| Remarks: |
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/s/ Andrea E. Daly, attorney-in-fact |
12/06/2013 |
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** 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 II 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 30th day of November, 2013.
NEW PCO II INVESTMENTS LTD.
By: /s/ Michelle Iskander
---------------------
Name: Michelle Iskander
Title: Secretary
By: /s/ Lori Shapiro
----------------
Name: Lori Shapiro
Title: Vice President
