Page 4 of 5 SEC Filing This Amendment No. 3 (“Amendment
No. 3”) 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”), and Amendment No. 2 to the Original Schedule 13D filed with the SEC on February
12, 2016 (“Amendment No. 2”, and together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, 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. 3 have the meanings set forth in the Schedule 13D. This Amendment No. 3 amends Item 4 as set forth
below.
Item 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby amended and supplemented by
the addition of the following:
In view of the Issuer’s announcement on March
14, 2016 that the Board had added (i) two new qualified independent directors and, most importantly, determined to nominate another
stockholder to the Board, and (ii) adopted each of the three corporate governance enhancements substantially in the form proposed
by the Reporting Persons, the Reporting Persons have withdrawn their director nomination and governance proposals from consideration
at the Annual Meeting.
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This Amendment No. 3 (“Amendment
No. 3”) 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”), and Amendment No. 2 to the Original Schedule 13D filed with the SEC on February
12, 2016 (“Amendment No. 2”, and together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, 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. 3 have the meanings set forth in the Schedule 13D. This Amendment No. 3 amends Item 4 as set forth
below.
| Item 4. | PURPOSE OF TRANSACTION.
|
Item 4 of the Schedule 13D is hereby amended and supplemented by
the addition of the following:
In view of the Issuer’s announcement on March
14, 2016 that the Board had added (i) two new qualified independent directors and, most importantly, determined to nominate another
stockholder to the Board, and (ii) adopted each of the three corporate governance enhancements substantially in the form proposed
by the Reporting Persons, the Reporting Persons have withdrawn their director nomination and governance proposals from consideration
at the Annual Meeting.
