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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (5) | 05/10/2018 | M | 3,185 | (6) | (6) | Common Stock | 3,185 | $ 0 | 0 | D | ||||
| Divident Equivalent Units | (7) | 05/10/2018 | M | 48 | (8) | (8) | Common Stock | 48 | $ 0 | 14 | D | ||||
| Restricted Stock Units (9) | (5) | 05/10/2018 | A | 2,859 | (10) | (10) | Common Stock | 2,859 | $ 0 (11) | 2,859 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RABAUT THOMAS W ONE ALLISON WAY INDIANAPOLIS, IN 46222 |
X | |||
| /s/ Eric C. Scroggins, attorney-in-fact | 05/14/2018 | |
| **Signature of Reporting Person | Date |
| * | 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 represent a quarterly payment of the reporting person's annual retainer under the Allison Transmission Holdings, Inc. (the "Company") Third Amended and Restated Non-Employee Director Compensation Policy ("Policy"). The annual retainer is paid quarterly in arrears in cash or common stock at the reporting person's discretion. |
| (2) | The number of shares of common stock received was calculated based on $41.96, which was the closing price of the Company's common stock on the date of grant. |
| (3) | Settlement of restricted stock units ("RSUs") and related dividend equivalents. |
| (4) | Includes 48 dividend equivalents. |
| (5) | Each RSU represents a contingent right to receive one share of the Company's common stock. |
| (6) | On May 12, 2017, the reporting person was granted 3,185 RSUs that vested on May 10, 2018. |
| (7) | Each dividend equivalent right is the economic equivalent of one share of the Company's common stock. |
| (8) | The dividend equivalent rights accrued on previously awarded RSUs and vested on May 10, 2018. |
| (9) | The RSUs represent the reporting person's annual equity award under the Policy. |
| (10) | The RSUs vest on the date of the next annual meeting of the stockholders of the Company. Unvested RSUs earn dividend equivalents when dividends are declared on the Company's common stock. |
| (11) | The number of RSUs received was calculated based on $41.96, which was the closing price of the Company's common stock on the date of grant. |