Allison Transmission Holdings Inc (ALSN): Jeff Ubben’s ValueAct Capital Unloads 23% of Its Shares

A freshly amended 13D filing with the SEC revealed that Jeffrey Ubben‘s ValueAct Capital has sold 4.3 million shares of Allison Transmission Holdings Inc (NYSE:ALSN), decreasing its stake in the company to 14.83 million shares, which amass 9% of the company’s outstanding stock. According to its 13F for the reporting period of June 30, the fund held 19.13 million shares.

Allison Transmission Holdings Inc (NYSE:ALSN) is a manufacturer of fully-automatic transmissions for a variety of commercial vehicles. Year-to-date, the company’s stock is up by 11.82%. In its financial report for the third quarter of 2016, Allison Transmission disclosed earnings per share of $0.27, topping the estimates of $0.25, and revenue of $434 million, also above the estimates of $431.7 million. On September 30, Credit Agricole SA initiated coverage on Allison Transmission Holdings’ stock and placed an ‘Outperform’ rating on it, with a price target of $31.

As per Insider Monkey’s database, 34 investors reported holding long positions in Allison Transmission Holdings Inc (NYSE:ALSN) as of the end of June, down by four from the end of March. Among the funds with the biggest investments in the company were William Crowley, William Harker, and Stephen Blass’ Ashe Capital (10.03 million shares), James A. Star’s Longview Asset Management (9.26 million shares), Thomas Steyer’s Farallon Capital (5.08 million shares), and John Ku’s Manor Road Capital Partners (1.5 million shares).

You can access the original SEC filing by clicking here.

Ownership Summary Table

Page 1 of 11 – SEC Filing

Page 2 of 11 – SEC Filing

ValueAct Capital Master Fund, L.P.
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS (See Instructions)*

WC*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 14,825,204**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
14,825,204**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,825,204**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.0%
—————————————————————————–
14. TYPE OF REPORTING PERSON

PN
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 3 of 11 – SEC Filing

VA Partners I, LLC
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 14,825,204**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
14,825,204**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,825,204**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.0%
—————————————————————————–
14. TYPE OF REPORTING PERSON

00 (LLC)
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 4 of 11 – SEC Filing

ValueAct Capital Management, L.P.
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 14,825,204**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
14,825,204**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,825,204**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.0%
—————————————————————————–
14. TYPE OF REPORTING PERSON

PN
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 5 of 11 – SEC Filing

ValueAct Capital Management, LLC
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 14,825,204**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
14,825,204**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,825,204**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.0%
—————————————————————————–
14. TYPE OF REPORTING PERSON

00 (LLC)
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 6 of 11 – SEC Filing

ValueAct Holdings, L.P.
—————————————————————————
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 14,825,204**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
14,825,204**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,825,204**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.0%
—————————————————————————–
14. TYPE OF REPORTING PERSON

PN
—————————————————————————–
*See Item 3
**See Items 2 and 5

Page 7 of 11 – SEC Filing

ValueAct Holdings GP, LLC
—————————————————————————
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 14,825,204**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
14,825,204**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,825,204**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.0%
—————————————————————————–
14. TYPE OF REPORTING PERSON

00 (LLC)
—————————————————————————–
*See Item 3
**See Items 2 and 5

Page 8 of 11 – SEC Filing

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.

Page 9 of 11 – SEC Filing

Reporting Person Trade Date Buy/Sell Bought(Sold) Price/Share
—————- ———- ——– ———— ———–
ValueAct Master Fund 10/27/2016 Sell (4,300,000) $28.20

(d) and (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer

Other than as described in this Schedule 13D and as previously
reported, the Reporting Persons have no understandings, arrangements,
relationships or contracts relating to the Issuer’s Common Stock which are
required to be described hereunder.

Item 7. Material to Be Filed as Exhibits

(1) Joint Filing Agreement.

Page 10 of 11 – SEC Filing

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below on this Schedule 13D hereby constitutes and appoints Jeffrey W. Ubben,
Bradley E. Singer, G. Mason Morfit and Allison Bennington, and each of
them, with full power to act without the other, his or its true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or it and in his or its name, place and stead, in any
and all capacities (until revoked in writing) to sign any and all amendments
to this Schedule 13D, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he or it might
or could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

ValueAct Capital Master Fund L.P., by
VA Partners I, LLC, its General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: October 31, 2016 Bradley E. Singer, Chief Operating Officer

VA Partners I, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: October 31, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: October 31, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Capital Management, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: October 31, 2016 Bradley E. Singer, Chief Operating Officer

Page 11 of 11 – SEC Filing

ValueAct Holdings, L.P., by
ValueAct Holdings GP, LLC, its
General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: October 31, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Holdings GP, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: October 31, 2016 Bradley E. Singer, Chief Operating Officer

SCHEDULE 13D
————————– ————————-
CUSIP NO. 01973R101 Page 12 of 12
—————————————————————————–
Exhibit 1

JOINT FILING UNDERTAKING

The undersigned parties hereby agree that the Schedule 13D filed herewith
(and any amendments thereto) relating to the Common Stock of Allison
Transmission Holdings, Inc., is being filed jointly on behalf of each of them
with the Securities and Exchange Commission pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended.

ValueAct Capital Master Fund L.P., by
VA Partners I, LLC, its General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: October 31, 2016 Bradley E. Singer, Chief Operating Officer

VA Partners I, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: October 31, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: October 31, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Capital Management, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: October 31, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Holdings, L.P., by
ValueAct Holdings GP, LLC, its
General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: October 31, 2016 Bradley E. Singer, Chief Operating Officer

ValueAct Holdings GP, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: October 31, 2016 Bradley E. Singer, Chief Operating Officer