0001209191-14-016494.txt : 20140304
0001209191-14-016494.hdr.sgml : 20140304
20140304160552
ACCESSION NUMBER: 0001209191-14-016494
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140228
FILED AS OF DATE: 20140304
DATE AS OF CHANGE: 20140304
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex Allison Holding Ltd S.A.R.L.
CENTRAL INDEX KEY: 0001544397
STATE OF INCORPORATION: N4
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35456
FILM NUMBER: 14664685
BUSINESS ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: 48TH FLOOR
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
BUSINESS PHONE: (416) 874-1212
MAIL ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: 48TH FLOOR
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OAH Wind LLC
CENTRAL INDEX KEY: 0001381649
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35456
FILM NUMBER: 14664686
BUSINESS ADDRESS:
STREET 1: 424 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
BUSINESS PHONE: 212-582-2211
MAIL ADDRESS:
STREET 1: 424 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex American Holdings Subco LLC
CENTRAL INDEX KEY: 0001544358
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35456
FILM NUMBER: 14664687
BUSINESS ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: 48TH FLOOR
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
BUSINESS PHONE: (416) 874-1213
MAIL ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: 48TH FLOOR
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Allison Executive Investco LLC
CENTRAL INDEX KEY: 0001544370
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35456
FILM NUMBER: 14664689
BUSINESS ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: 48TH FLOOR
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
BUSINESS PHONE: (416) 874-1213
MAIL ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: 48TH FLOOR
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex American Holdings GP LLC
CENTRAL INDEX KEY: 0001544361
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35456
FILM NUMBER: 14664690
BUSINESS ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: 48TH FLOOR
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
BUSINESS PHONE: (416) 874-1213
MAIL ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: 48TH FLOOR
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SCHWARTZ GERALD W
CENTRAL INDEX KEY: 0001275599
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35456
FILM NUMBER: 14664692
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ONEX CORP
CENTRAL INDEX KEY: 0000937226
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35456
FILM NUMBER: 14664693
BUSINESS ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: P O BOX 700
CITY: TORONTO ONTARIO CANA
STATE: A6
MAIL ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: P O BOX 700
CITY: TORONTO ONTARIO CANA
STATE: A6
FORMER NAME:
FORMER CONFORMED NAME: ONEX CORP ET AL
DATE OF NAME CHANGE: 19950209
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Allison Executive Investco II LLC
CENTRAL INDEX KEY: 0001544362
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35456
FILM NUMBER: 14664688
BUSINESS ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: 48TH FLOOR
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
BUSINESS PHONE: (416) 874-1213
MAIL ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: 48TH FLOOR
CITY: TORONTO
STATE: A6
ZIP: M5J 2S1
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
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: Onex American Holdings II LLC
CENTRAL INDEX KEY: 0001297368
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35456
FILM NUMBER: 14664691
BUSINESS ADDRESS:
STREET 1: 421 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
BUSINESS PHONE: (416) 362-7711
MAIL ADDRESS:
STREET 1: 421 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-02-28
0
0001411207
Allison Transmission Holdings Inc
ALSN
0000937226
ONEX CORP
161 BAY STREET
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
0001275599
SCHWARTZ GERALD W
C/O ONEX CORPORATION
161 BAY STREET
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
0001297368
Onex American Holdings II LLC
421 LEADER STREET
MARION
OH
43302
0
0
1
0
0001544361
Onex American Holdings GP LLC
421 LEADER STREET
MARION
OH
43302
0
0
1
0
0001544370
Allison Executive Investco LLC
421 LEADER STREET
MARION
OH
43302
0
0
1
0
0001544362
Allison Executive Investco II LLC
421 LEADER STREET
MARION
OH
43302
0
0
1
0
0001544358
Onex American Holdings Subco LLC
421 LEADER STREET
MARION
OH
43302
0
0
1
0
0001381649
OAH Wind LLC
421 LEADER STREET
MARION
OH
43302
0
0
1
0
0001544397
Onex Allison Holding Ltd S.A.R.L.
421 LEADER STREET
MARION
OH
43302
0
0
1
0
Common Stock
2014-02-28
4
S
0
14375000
29.17
D
35321249
I
See footnotes
Following the reported transaction, includes: (i) 15,968,418 shares of common stock held by Onex Partners II LP; (ii) 10,735,459 shares of common stock held by Onex Allison Holding Limited S.a R.L.; (iii) 7,527,479 shares of common stock held by Onex Allison Co-Invest LP; (iv) 300,828 shares of common stock held by Onex US Principals LP; and (v) 150,086 shares of common stock held by Onex Partners II GP LP.
Onex Corporation may be deemed to beneficially own the common stock held by (a) Onex Partners II LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP, the general partner of Onex Partners II LP; (b) Onex Allison Holding Limited S.a R.L., through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of each of Allison Executive Investco LLC, which owns all of the equity of Allison Executive Investco II LLC, and Onex American Holdings Subco LLC, which owns all of the equity interests of OAH Wind LLC, which OAH Wind LLC and Allison Executive Investco II LLC own all of the equity interests of Onex Allison Holding Limited S.a R.L.; (continued)
(c) Onex Allison Co-Invest LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP, the general partner of Onex Allison Co-Invest LP; (d) Onex US Principals LP, through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP; and (e) Onex Partners II GP LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP.
New PCo II Investments Ltd. is the record holder of 637,794 shares of common stock and 1,185 shares of non-voting common stock. 1597257 Ontario Inc., the sole shareholder of New PCo II Investments Ltd., is an independent entity that is controlled by Mr. Gerald W. Schwartz. Mr. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to beneficially own all of the common stock owned beneficially by Onex Corporation. Mr. Schwartz disclaims any such beneficial ownership. Mr. Schwartz has indirect voting and investment control of Onex Corporation.
Due to the limitations of the electronic filing system, Onex Partners GP Inc., Onex US Principals LP, Onex Partners II GP LP, Onex Allison Co-Invest LP, Onex Partners II LP, 1597257 Ontario Inc. and New PCo II Investments Ltd. are filing a separate Form 4.
ONEX CORPORATION, By: /s/ Andrea E. Daly, Authorized Person
2014-03-04
/s/ Donald W. Lewtas, attorney-in-fact
2014-03-04
ONEX AMERICAN HOLDINGS II LLC, By: /s/ Donald F. West, Authorized Person
2014-03-04
ONEX AMERICAN HOLDINGS GP LLC, By: /s/ Donald F. West, Authorized Person
2014-03-04
ALLISON EXECUTIVE INVESTCO LLC, By: /s/ Donald F. West, Authorized Person
2014-03-04
ALLISON EXECUTIVE INVESTCO II LLC, By: /s/ Donald F. West, Authorized Person
2014-03-04
ONEX AMERICAN HOLDINGS SUBCO LLC, By: /s/ Donald F. West, Authorized Person
2014-03-04
OAH WIND LLC, By: /s/ Donald F. West, Authorized Person
2014-03-04
ONEX ALLISON HOLDING LIMITED S.a R.L., By: /s/ Donald F. West, Authorized Person
2014-03-04