Statement of Changes in Beneficial Ownership (4)
May 05 2023 - 6:01PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Reynolds Richard VanFleet |
2. Issuer Name and Ticker or Trading Symbol
Allison Transmission Holdings Inc
[
ALSN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ALLISON TRANSMISSION HOLDINGS, INC., ONE ALLISON WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/3/2023 |
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(Street)
INDIANAPOLIS, IN 46222 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock (1) | 5/3/2023 | | M | | 37044 (2) | A | $0 | 37044 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Deferred Stock Units | (3) | 5/3/2023 | | M | | | 4068 | (4) | (4) | Common Stock | 4068 | $0 | 0 | D | |
| Dividend Equivalent Rights | (5) | 5/3/2023 | | M | | | 3523 | (6) | (6) | Common Stock | 3523 | $0 | 0 | D | |
| Deferred Stock Units | (3) | 5/3/2023 | | M | | | 3466 | (7) | (7) | Common Stock | 3466 | $0 | 0 | D | |
| Deferred Stock Units | (3) | 5/3/2023 | | M | | | 3162 | (8) | (8) | Common Stock | 3162 | $0 | 0 | D | |
| Deferred Stock Units | (3) | 5/3/2023 | | M | | | 3628 | (9) | (9) | Common Stock | 3628 | $0 | 0 | D | |
| Deferred Stock Units | (3) | 5/3/2023 | | M | | | 3185 | (10) | (10) | Common Stock | 3185 | $0 | 0 | D | |
| Deferred Stock Units | (3) | 5/3/2023 | | M | | | 2859 | (11) | (11) | Common Stock | 2859 | $0 | 0 | D | |
| Deferred Stock Units | (3) | 5/3/2023 | | M | | | 2880 | (12) | (12) | Common Stock | 2880 | $0 | 0 | D | |
| Deferred Stock Units | (3) | 5/3/2023 | | M | | | 3600 | (13) | (13) | Common Stock | 3600 | $0 | 0 | D | |
| Deferred Stock Units | (3) | 5/3/2023 | | M | | | 2927 | (14) | (14) | Common Stock | 2927 | $0 | 0 | D | |
| Deferred Stock Units | (3) | 5/3/2023 | | M | | | 3746 | (15) | (15) | Common Stock | 3746 | $0 | 0 | D | |
| Explanation of Responses: |
| (1) | Represents the deferred stock units ("DSUs") and dividend equivalents payable upon the reporting person's separation from service. The reporting person did not stand for re-election at Allison Transmission Holdings, Inc.'s (the "Company") 2023 annual meeting of stockholders and his term ended on May 3, 2023. |
| (2) | Includes 33,521 DSUs and 3,523 related dividend equivalents. |
| (3) | Each DSU is the economic equivalent of one share of the Company's common stock. The DSUs become payable, in common stock, or at the Company's election cash, at the earlier of the reporting person's separation from service or a change in control. DSUs earn dividend equivalents when dividends are declared on the Company's common stock. |
| (4) | On May 9, 2013, the reporting person was granted 4,068 DSUs that vested on May 8, 2014. |
| (5) | Each dividend equivalent right is the economic equivalent of one share of the Company's common stock. |
| (6) | The dividend equivalent rights accrued on previously awarded DSUs and were payable on May 3, 2023, the date of the reporting person's separation from service. |
| (7) | On May 9, 2014, the reporting person was granted 3,466 DSUs that vested on May 14, 2015. |
| (8) | On May 15, 2015, the reporting person was granted 3,162 DSUs that vested on May 12, 2016. |
| (9) | On May 13, 2016, the reporting person was granted 3,628 DSUs that vested on May 12, 2017. |
| (10) | On May 12, 2017, the reporting person was granted 3,185 DSUs that vested on May 10, 2018. |
| (11) | On May 10, 2018, the reporting person was granted 2,859 DSUs that vested on May 9, 2019. |
| (12) | On May 9, 2019, the reporting person was granted 2,880 DSUs that vested on May 6, 2020. |
| (13) | On May 7, 2020, the reporting person was granted 3,600 DSUs that vested on May 5, 2021. |
| (14) | On May 6, 2021, the reporting person was granted 2,927 DSUs that vested on May 4, 2022. |
| (15) | On May 5, 2022, the reporting person was granted 3,746 DSUs that vested on May 3, 2023. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Reynolds Richard VanFleet
C/O ALLISON TRANSMISSION HOLDINGS, INC.
ONE ALLISON WAY
INDIANAPOLIS, IN 46222 | X |
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Signatures
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| /s/ Eric C. Scroggins, attorney-in-fact | | 5/5/2023 |
| **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). |
| ** | 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 control number. |
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