SEC Form 4 · accession 0001411207-18-000130
Allison Transmission Holdings Inc · ALSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lawrence E. Dewey
Director
Period of report
May 31, 2018
Accepted (ET)
Jun 4, 2018 · 3:28 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,F3,F4 | May 31, 2018 | M | 97,491 | — | A | 363,819 | D | |
| Common StockF5 | May 31, 2018 | F | 42,491 | $41.31 | D | 321,328 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Dividend Equivalent RightsF6 | — | May 31, 2018 | A | 351 | A | — | — | Common Stock | 351 | 3,088 | D |
| Restricted Stock UnitsF1 | — | May 31, 2018 | M | 25,000 | D | — | — | Common Stock | 25,000 | 0 | D |
| Restricted Stock UnitsF3 | — | May 31, 2018 | M | 40,064 | D | — | — | Common Stock | 40,064 | 0 | D |
| Restricted Stock UnitsF4 | — | May 31, 2018 | M | 29,339 | D | — | — | Common Stock | 29,339 | 0 | D |
| Dividend Equivalent RightsF2 | — | May 31, 2018 | M | 3,088 | D | — | — | Common Stock | 3,088 | 0 | D |
| Deferred Stock UnitsF7,F9,F8 | — | Jun 1, 2018 | A | 2,866 | A | — | — | Common Stock | 2,866 | 2,866 | D |
Explanation of responses
- F1Settlement of restricted stock units ("RSUs") granted on December 21, 2016. Each RSU represents the right to receive one share of Allison Transmission Holdings, Inc. (the "Company") common stock.
- F2Settlement of dividend equivalent rights ("DERs"). The DERs accrued when and as dividends were paid on the Company's common stock and vest proportionately with the RSU to which they relate. Each DER is the economic equivalent of one share of Company common stock.
- F3Settlement of RSUs granted on February 17, 2016. Each RSU represents the right to receive one share of Allison Transmission Holdings, Inc. common stock. Pursuant to the reporting person's employment agreement, the reporting person received full acceleration of his unvested RSU awards upon his retirement as Chief Executive Officer of the Company on May 31, 2018.
- F4Settlement of RSUs granted on February 22, 2017. Each RSU represents the right to receive one share of Allison Transmission Holdings, Inc. common stock. Pursuant to the reporting person's employment agreement, the reporting person received full acceleration of his unvested RSU awards upon his retirement as Chief Executive Officer of the Company on May 31, 2018.
- F5Represents shares withheld to satisfy tax withholding obligations upon the vesting of RSUs and DERs.
- F6The DERs accrued on previously awarded RSUs and vest proportionately with the RSUs to which they relate. Each DER is the economic equivalent of one share of Company common stock.
- F7These deferred stock units ("DSUs") represent the portion of the reporting person's annual equity award under the Third Amended and Restated Non-Employee Director Compensation Policy ("Policy") deferred pursuant to the Company's Amended and Restated Non-Employee Director Deferred Compensation Plan. The reporting person became eligible for compensation under the Policy following his retirement as Chief Executive Officer of the Company.
- F8The DSUs vest on the date of the next annual meeting of the stockholders of the Company. Each DSU is the economic equivalent of one share of the Company's common stock. The DSUs become payable, in common stock, or at the Company's election cash, at the earlier of the reporting person's separation from service or a change in control. DSUs earn dividend equivalents when dividends are declared on the Company's common stock.
- F9The number of DSUs received was calculated based on $41.86, which was the closing price of the Company's common stock on the date of grant.