0001418812-17-000041.txt : 20170515 0001418812-17-000041.hdr.sgml : 20170515 20170515202547 ACCESSION NUMBER: 0001418812-17-000041 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170511 FILED AS OF DATE: 20170515 DATE AS OF CHANGE: 20170515 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings GP, LLC CENTRAL INDEX KEY: 0001418813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35456 FILM NUMBER: 17846758 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Management, LLC CENTRAL INDEX KEY: 0001351073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35456 FILM NUMBER: 17846759 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Management, L.P. CENTRAL INDEX KEY: 0001351069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35456 FILM NUMBER: 17846760 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Master Fund, L.P. CENTRAL INDEX KEY: 0001464912 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35456 FILM NUMBER: 17846762 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings, L.P. CENTRAL INDEX KEY: 0001418814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35456 FILM NUMBER: 17846763 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Allison Transmission Holdings Inc CENTRAL INDEX KEY: 0001411207 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE ALLISON WAY CITY: Indianapolis STATE: IN ZIP: 46222 BUSINESS PHONE: (317) 242-5000 MAIL ADDRESS: STREET 1: ONE ALLISON WAY CITY: Indianapolis STATE: IN ZIP: 46222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VA Partners I, LLC CENTRAL INDEX KEY: 0001418812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35456 FILM NUMBER: 17846761 BUSINESS ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spivy Gregory P CENTRAL INDEX KEY: 0001310679 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35456 FILM NUMBER: 17846764 MAIL ADDRESS: STREET 1: ONE LETTERMAN DRIVE STREET 2: BUILDING D, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94129 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2017-05-11 1 0001411207 Allison Transmission Holdings Inc ALSN 0001310679 Spivy Gregory P ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 0 0 0 1 See Remarks 0001418814 ValueAct Holdings, L.P. ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 0 0 0 1 See Remarks 0001464912 ValueAct Capital Master Fund, L.P. ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 0 0 0 1 See Remarks 0001418812 VA Partners I, LLC ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 0 0 0 1 See Remarks 0001351069 ValueAct Capital Management, L.P. ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 0 0 0 1 See Remarks 0001351073 ValueAct Capital Management, LLC ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 0 0 0 1 See Remarks 0001418813 ValueAct Holdings GP, LLC ONE LETTERMAN DRIVE BUILDING D, 4TH FLOOR SAN FRANCISCO CA 94129 0 0 0 1 See Remarks Common Stock 2017-05-11 4 M 0 3697 0 A 6925 D Restricted Stock Units 2017-05-11 4 M 0 3628 0 D Common Stock 3628 0 D Dividend Equivalent Rights 2017-05-11 4 M 0 69 0 D Common Stock 69 0 D Settlement of restricted stock units ("RSUs") and related dividend equivalents. All board compensation accrues to the benefit of the investors in ValueAct Capital Master Fund, L.P.‎, and not to any individual. Under an agreement with ValueAct Capital, Gregory P. Spivy is deemed to hold the common stock for the benefit of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each RSU represents a contingent right to receive one share of the Company's common stock. On May 12, 2016, the reporting person was granted 3,628 RSUs that vested on May 11, 2017. Each dividend equivalent right represents a contingent right to receive one share of the Company's common stock. The dividend equivalent rights accrued on previously awarded RSUs and vested on May 11, 2017. - The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. - As of May 11, 2017, Gregory P. Spivy, a Partner at ValueAct Capital, no longer serves on the board of directors of the Issuer. As a result of his prior service, the other reporting persons herein may have been deemed directors by deputization. /s/ Gregory P. Spivy 2017-05-15 VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer 2017-05-15 VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer 2017-05-15 VA PARTNERS I, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer 2017-05-15 VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By: /s/ Bradley E. Singer, Chief Operating Officer 2017-05-15 VALUEACT CAPITAL MANAGEMENT, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer 2017-05-15 VALUEACT HOLDINGS GP, LLC, By: /s/ Bradley E. Singer, Chief Operating Officer 2017-05-15