Edgar Filing: STAR JAMES A

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

STAR JAMES A

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 (Month/Day/Year)
01/03/2018

(Street)

INDIANAPOLIS, IN 46222

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/03/2018		S		38,000 ⁽¹⁾	D	$ 43.9623	898,800	I	By Areljay II LLC ⁽²⁾
Common Stock	01/03/2018		S		131,660 ⁽¹⁾	D	$ 43.9623	3,034,873	I	By The Crown Fund ⁽²⁾
Common Stock	01/03/2018		S		64,000 ⁽¹⁾	D	$ 43.9623	1,470,661	I	By The Crown Fund II ⁽²⁾
Common Stock	01/04/2018		S		40,000 ⁽¹⁾	D	$ 44.7416	858,800	I	By Areljay II LLC ⁽²⁾
Common Stock	01/04/2018		S		140,720 ⁽¹⁾	D	$ 44.7416	2,894,153	I	By The Crown Fund ⁽²⁾
Common Stock	01/04/2018		S		68,500 ⁽¹⁾	D	$ 44.7416	1,402,161	I	By The Crown Fund II ⁽²⁾
Common Stock	01/05/2018		S		26,000 ⁽¹⁾	D	$ 44.4591	832,800	I	By Areljay II LLC ⁽²⁾
Common Stock	01/05/2018		S		88,955 ⁽¹⁾	D	$ 44.4591	2,805,198	I	By The Crown Fund ⁽²⁾
Common Stock	01/05/2018		S		43,000 ⁽¹⁾	D	$ 44.4591	1,359,161	I	By The Crown Fund II ⁽²⁾
Common Stock								19,900	I	By HCNI II, LLC ⁽²⁾
Common Stock								41,450	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STAR JAMES A C/O ALLISON TRANSMISSION HOLDINGS INC ONE ALLISON WAY INDIANAPOLIS, IN 46222	X

Signatures

/s/Angie Newhouse, Attorney in Fact		01/05/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares were sold in compliance with a Rule 10b5-1 sales plan entered into on November 20, 2017.
(2)	These shares are held by the identified entities in which trusts established for the benefit of the reporting person's wife and children indirectly own interests. The reporting person is President and Chief Executive Officer of Longview Asset Management, LLC, which, by virtue of managing the investments of such entities, may be deemed to benefically own the shares held by such entities. The reporting person disclaims beneficial ownership of the shares held by these entities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or for any other purpose.

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