SEC Form 4 · accession 0001418812-17-000041
Allison Transmission Holdings Inc · ALSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | May 11, 2017 | M | 3,697 | $0.00 | A | 6,925 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F4,F5 | — | May 11, 2017 | M | 3,628 | D | — | — | Common Stock | 3,628 | 0 | D |
| Dividend Equivalent RightsF2,F6,F7 | — | May 11, 2017 | M | 69 | D | — | — | Common Stock | 69 | 0 | D |
Explanation of responses
- F1Settlement of restricted stock units ("RSUs") and related dividend equivalents.
- F2All board compensation accrues to the benefit of the investors in ValueAct Capital Master Fund, L.P.‎, and not to any individual. Under an agreement with ValueAct Capital, Gregory P. Spivy is deemed to hold the common stock for the benefit of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.
- F3Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F4Each RSU represents a contingent right to receive one share of the Company's common stock.
- F5On May 12, 2016, the reporting person was granted 3,628 RSUs that vested on May 11, 2017.
- F6Each dividend equivalent right represents a contingent right to receive one share of the Company's common stock.
- F7The dividend equivalent rights accrued on previously awarded RSUs and vested on May 11, 2017.
Remarks
- The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. - As of May 11, 2017, Gregory P. Spivy, a Partner at ValueAct Capital, no longer serves on the board of directors of the Issuer. As a result of his prior service, the other reporting persons herein may have been deemed directors by deputization.