Page 8 of 11 – SEC FilingSCHEDULE 13D
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CUSIP NO. 01973R101 Page 8 of 12
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This Amendment No. 3 supplements the information set forth in the Schedule
13D filed by the Reporting Persons with the United States Securities and
Exchange Commission (the ?SEC?) on November 13, 2013, as amended from time to
time (the ?Schedule 13D?), relating to Common Stock, par value $0.01 (the
?Common Stock?), of Allison Transmission Holdings, Inc., a Delaware
corporation (the “Issuer”). All capitalized terms contained herein but not
otherwise defined shall have the meanings ascribed to such terms in the
Schedule 13D.
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CUSIP NO. 01973R101 Page 8 of 12
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This Amendment No. 3 supplements the information set forth in the Schedule
13D filed by the Reporting Persons with the United States Securities and
Exchange Commission (the ?SEC?) on November 13, 2013, as amended from time to
time (the ?Schedule 13D?), relating to Common Stock, par value $0.01 (the
?Common Stock?), of Allison Transmission Holdings, Inc., a Delaware
corporation (the “Issuer”). All capitalized terms contained herein but not
otherwise defined shall have the meanings ascribed to such terms in the
Schedule 13D.
The information set forth in response to each separate Item below shall be
deemed to be a response to all Items where such information is relevant. The
Schedule 13D is hereby supplementally amended as follows:
Item 5. Interest in Securities of the Issuer
(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2. Shares reported
as beneficially owned by ValueAct Master Fund are also reported as
beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General Partner
of ValueAct Management L.P., (iii) ValueAct Holdings, as the sole owner of
the limited partnership interests of ValueAct Management L.P. and the
membership interests of ValueAct Management LLC and as the majority owner of
the membership interests of VA Partners I and (iv) ValueAct Holdings GP, as
General Partner of ValueAct Holdings. Shares reported as beneficially owned
by ValueAct Master Fund are also reported as beneficially owned by VA
Partners I, as General Partner of ValueAct Master Fund. VA Partners I,
ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings and
ValueAct Holdings GP also, directly or indirectly, may own interests in one
or more than one of the partnerships from time to time. Unless otherwise
indicated below, by reason of such relationship ValueAct Master Fund is
reported as having shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition of, such shares of Common Stock,
with VA Partners I (only with respect to ValueAct Master Fund), ValueAct
Management L.P., ValueAct Management LLC, ValueAct Holdings and ValueAct
Holdings GP.
As of the date hereof, the Reporting Persons beneficially own
14,825,204 shares of Common Stock, representing approximately 9.0% of
the Issuer’s outstanding Common Stock. All percentages set forth in this
Schedule 13D are based upon the Issuer’s reported 165,384,097 outstanding
shares of Common Stock as of October 11, 2016, as reported in the Issuer?s
Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2016.
(c) The following table sets forth all transactions with respect to
shares of Common Stock effected in the last sixty days by the Reporting
Persons or on behalf of the Reporting Persons in respect of the Common Stock,
inclusive of any transactions effected through 4:00 p.m., New York City time,
on October 31, 2016. Except as otherwise noted below, all such transactions
were purchases (or sales) of shares of Common Stock effected in the open market.
