FORM 4
☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

BARBOUR D. SCOTT		 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)
(Last)          (First)          (Middle)

C/O ALLISON TRANSMISSION HOLDINGS, INC., ONE ALLISON WAY		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/3/2023
(Street)

INDIANAPOLIS, IN 46222		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
☐ 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.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)5/3/2023  A  223 A$0 (2)1009 D  
Common Stock (3)5/3/2023  M  3823 (4)A$0 4832 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (5)5/3/2023  M     3746   (6) (6)Common Stock 3746 $0 0 D  
Dividend Equivalent Rights  (7)5/3/2023  M     77   (8) (8)Common Stock 77 $0 0 D  
Restricted Stock Units (9) (5)5/4/2023  A   3146     (10) (10)Common Stock 3146 $0 (11)3146 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") Sixth Amended and Restated Non-Employee Director Compensation 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 $47.47, 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 77 dividend equivalents.
(5) Each RSU represents a contingent right to receive one share of the Company's common stock.
(6) On May 5, 2022, the reporting person was granted 3,746 RSUs that vested on May 3, 2023.
(7) Each dividend equivalent right is the economic equivalent of one share of the Company's common stock.
(8) The dividend equivalent rights accrued on previously awarded RSUs and vested on May 3, 2023.
(9) The RSUs represent the reporting person's annual equity award under the Company's Seventh Amended and Restated Non-Employee Director Compensation Policy.
(10) 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.
(11) The number of RSUs received was calculated based on $46.08, which was the closing price of the Company's common stock on the date of grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
BARBOUR D. SCOTT
C/O ALLISON TRANSMISSION HOLDINGS, INC.
ONE ALLISON WAY
INDIANAPOLIS, IN 46222		X
Signatures
/s/ Eric C. Scroggins, attorney-in-fact5/5/2023
**Signature of Reporting PersonDate
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.
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