Page 4 of 6 SEC Filing
This Amendment No. 1 (“Amendment
No. 1”) 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” and together with this Amendment No. 1, 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. 1 have the meanings set forth in the Original Schedule 13D. This Amendment No. 1 amends Items 3, 4, 5 and 7 as set forth below.
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
The first sentence of Item 3 of the Schedule
13D is hereby amended and restated in its entirety as follows:
The Reporting Persons used a total of approximately
$289,000,000 (including brokerage commissions) in the aggregate to acquire the 10,035,135 Shares reported herein as beneficially
owned by the Reporting Persons.
| Item 4. | PURPOSE OF TRANSACTION. |
Item 4 of the Schedule 13D is hereby amended
and supplemented by the addition of the following:
Since the filing of the Original Schedule 13D,
Mr. Crowley, on behalf of the Reporting Persons, has continued to engage in discussions with representatives of the Issuer regarding
the nomination of Mr. Crowley for election to the Board. To date, the Board has denied such request.
As a result of the Board’s
refusal to consider the nomination of Mr. Crowley for election to the Board, on February 11, 2016, the Reporting Persons and
their affiliates submitted a notice of intent to nominate Mr. Crowley for election as a director at the 2016 annual meeting
of stockholders of the Issuer (the “Annual Meeting”) and present three proposals: (1) a proposal seeking the
declassification of the Board, such that every director will be up for election annually commencing with the first annual
meeting of stockholders for the election of directors occurring after the elimination of the classification of the Board; (2)
a proposal seeking the adoption of a majority voting standard for the election and re-election of directors in uncontested
elections; and (3) a proposal seeking proxy access for qualified stockholders who, among other things, beneficially own, and
have beneficially owned for the last three years, at least 3% or more of the Issuer’s Shares.
| Item 5. | INTEREST IN SECURITIES OF THE COMPANY. |
Paragraphs (a) – (c) of Item 5 of the Schedule 13D are hereby
amended and restated in their entirety as follows:
(a) The aggregate percentage of Shares
reported to be beneficially owned by the Reporting Persons is based upon 171,031,830 Shares outstanding, which is the total number
of Shares outstanding as of October 13, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2015, filed with the SEC on October 27, 2015.
As of the close of business on the date
hereof, the Reporting Persons may be deemed to beneficially own 10,035,135 Shares, constituting approximately 5.9% of the Shares
outstanding.
