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^*

New PCo Investments Ltd.

(Last)

(First)

(Middle)

C/O ONEX CORPORATION

161 BAY STREET

(Street)

TORONTO

M5J 2S1

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/28/2013

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	X	10% Owner
Officer (give title below)		Other (specify below)

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	1,363,096⁽¹⁾⁽²⁾	D⁽³⁾

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)

Explanation of Responses:

1. Also includes 1,185 shares of non-voting common stock.

2. Does not include 75,348,749 shares of common stock beneficially owned by a group of affiliates of the Onex Corporation that includes New PCo Investments Ltd. For additional information about the beneficial ownership of the common stock of Allison Transmission Holdings, Inc. by affiliates of the Onex Corporation please see the Form 4 filed by the Onex Corporation with the Securities and Exchange Commission on March 22, 2012.

3. Pursuant to an internal reorganization on May 28, 2013, 1597257 Ontario Inc. transferred all of its shares of common stock of Allison Transmission Holdings, Inc. to its wholly owned subsidiary, New PCo Investments Ltd. Subsequent to this internal reorganization,1597257 Ontario Inc. remains the beneficial owner of all of the shares of common stock currently held by New PCo Investments Ltd.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Christopher Govan, Authorized Person	05/31/2013
	** 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).
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