SEC Form 4 · accession 0001411207-17-000089
Allison Transmission Holdings Inc · ALSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James A Star
Director
Period of report
May 11, 2017
Accepted (ET)
May 15, 2017 · 8:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001411207
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 11, 2017 | A | 490 | $0.00 | A | 36,808 | D | |
| Common StockF3,F4 | May 11, 2017 | M | 3,697 | $0.00 | A | 40,505 | D | |
| Common StockF5 | holding | — | — | — | 1,187,000 | I | By Areljay II LLC | |
| Common StockF5 | holding | — | — | — | 3,936,354 | I | By The Crown Fund | |
| Common StockF5 | holding | — | — | — | 1,762,400 | I | By The Crown Fund II | |
| Common StockF5 | holding | — | — | — | 19,900 | I | By HCNI II, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F7 | — | May 11, 2017 | M | 3,628 | D | — | — | Common Stock | 3,628 | 0 | D |
| Dividend Equivalent RightsF8,F9 | — | May 11, 2017 | M | 69 | D | — | — | Common Stock | 69 | 0 | D |
| Restricted Stock UnitsF10,F12,F6,F11 | — | May 12, 2017 | A | 3,185 | A | — | — | Common Stock | 3,185 | 3,185 | D |
Explanation of responses
- F1These shares represent a quarterly payment of the reporting person's annual retainer under the Allison Transmission Holdings, Inc. (the "Company") Second Amended and Restated Non-Employee Director Compensation Policy ("Policy"). The annual retainer is paid quarterly in arrears in cash or common stock at the reporting person's discretion.
- F10The RSUs represent the reporting person's annual equity award under the Policy.
- F11The RSUs vest on the date of the next annual meeting of the stockholders of the Company. Unvested RSUs earn dividend equivalents when dividends are declared on the Company's common stock.
- F12The number of RSUs received was calculated based on $37.67, which was the closing price of the Company's common stock on the date of grant.
- F2The number of shares of common stock received was calculated based on $38.23, which was the closing price of the Company's Common Stock on the date of grant.
- F3Settlement of restricted stock units ("RSUs") and related dividend equivalents.
- F4Includes 69 dividend equivalents.
- F5These shares are held by the identified entities in which trusts established for the benefit of the reporting person's wife and children indirectly own interests. The reporting person is President and Chief Executive Officer of Longview Asset Management, LLC, which, by virtue of managing investments of such entities, may be deemed to beneficially own the shares held by such entities. The reporting person disclaims beneficial ownership of the shares held by these entities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or any other purpose.
- F6Each RSU represents a contingent right to receive one share of the Company's common stock.
- F7On May 13, 2016, the reporting person was granted 3,628 RSUs that vested on May 11, 2017.
- F8Each dividend equivalent rights is the economic equivalent of one share of the Company's common stock.
- F9The dividend equivalent rights accrued on previously awarded RSUs and vested on May 11, 2017.