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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1. Name and Address of Reporting Person^*

Dick Michael

(Last)

(First)

(Middle)

ONE ALLISON WAY

(Street)

INDIANAPOLIS

46222

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2016

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)
	SVP, Ops and Purchasing

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	41,722	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (Right to Buy)	⁽¹⁾	10/01/2017	Common Stock	24,936	$16.88	D
Employee Stock Option (Right to Buy)	⁽²⁾	03/25/2023	Common Stock	15,600	$23.58	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/18/2024	Common Stock	13,130	$30.23	D
Restricted Stock Units	⁽⁴⁾	02/18/2024	Common Stock	3,535	⁽⁵⁾	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	02/19/2025	Common Stock	11,960	$32.13	D
Restricted Stock Units	⁽⁷⁾	02/19/2025	Common Stock	3,220	⁽⁵⁾	D

Explanation of Responses:

1. The option vested in five equal installments beginning on August 7, 2008.

2. The option vested on December 15, 2015.

3. The option vests on December 1, 2016.

4. The restricted stock units ("RSUs") vest on December 1, 2016.

5. Each RSU represents a contingent right to receive one share of Allison Transmission Holdings, Inc. common stock.

6. The option vests on February 19, 2018.

7. The RSUs vest on February 19, 2018.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Eric C. Scroggins, Attorney-in-Fact (power of attorney filed herewith)	01/05/2016
	** 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.