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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Dividend Equivalent Rights | (6) | 05/31/2018 | A | 351 | (6) | (6) | Common Stock | 351 | $ 0 | 3,088 | D | ||||
Restricted Stock Units | (1) | 05/31/2018 | M | 25,000 | (1) | (1) | Common Stock | 25,000 | $ 0 | 0 | D | ||||
Restricted Stock Units | (3) | 05/31/2018 | M | 40,064 | (3) | (3) | Common Stock | 40,064 | $ 0 | 0 | D | ||||
Restricted Stock Units | (4) | 05/31/2018 | M | 29,339 | (4) | (4) | Common Stock | 29,339 | $ 0 | 0 | D | ||||
Dividend Equivalent Rights | (2) | 05/31/2018 | M | 3,088 | (2) | (2) | Common Stock | 3,088 | $ 0 | 0 | D | ||||
Deferred Stock Units (7) | (8) | 06/01/2018 | A | 2,866 | (8) | (8) | Common Stock | 2,866 | $ 0 (9) | 2,866 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Dewey Lawrence E. ONE ALLISON WAY INDIANAPOLIS, IN 46222 |
X |
/s/ Eric C. Scroggins, attorney-in-fact | 06/04/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Settlement 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. |
(2) | Settlement 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. |
(3) | Settlement 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. |
(4) | Settlement 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. |
(5) | Represents shares withheld to satisfy tax withholding obligations upon the vesting of RSUs and DERs. |
(6) | The 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. |
(7) | These 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. |
(8) | The 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. |
(9) | The 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. |