13D Filing: Ashe Capital and Allison Transmission Holdings Inc (ALSN)

This Amendment No. 5 (“Amendment No. 5”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2015 (the “Original Schedule 13D”), Amendment No. 1 to the Original Schedule 13D filed with the SEC on February 11, 2016 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D filed with the SEC on February 12, 2016 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D filed with the SEC on March 17, 2016 (“Amendment No. 3”) and Amendment No. 4 to the Original Schedule 13D filed with the SEC on February 7, 2017 (“Amendment No. 4”, and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 5, the “Schedule 13D”) with respect to the shares of common stock, par value $0.01 per share (the “Shares”), of Allison Transmission Holdings, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D. This Amendment No. 5 amends Items 4 and 5 as set forth below.

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

On May 11, 2017, William R. Harker, a Principal, was elected to the Board of Directors of the Issuer at its 2017 annual meeting of stockholders.

Paragraph (a) of Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 152,015,688 Shares outstanding, which is the total number of Shares outstanding as of April 14, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017, which was filed with the Securities and Exchange Commission on April 27, 2017.

As of the close of business on the date hereof, the Reporting Persons may be deemed to beneficially own 10,031,115 Shares, constituting approximately 6.6% of the Shares outstanding.