Home/Filings/4/0001418812-16-000145

4//SEC Filing

ValueAct Holdings GP, LLC 4

Accession 0001418812-16-000145

CIK 0001411207other

View on SEC.gov Company Profile

Filed

May 15, 8:00 PM ET

Accepted

May 16, 5:29 PM ET

Size

26.7 KB

Accession

0001418812-16-000145

Insider Transaction Report

Form 4

Period: 2016-05-12

Allison Transmission Holdings IncALSN

ValueAct Capital Management, LLC

10% OwnerOther

Transactions

Exercise/Conversion
Common Stock
2016-05-12+3,228→ 3,228 total
Award
Restricted Stock Units
2016-05-13+3,628→ 3,628 total
→ Common Stock (3,628 underlying)
Exercise/Conversion
Dividend Equivalent Rights
2016-05-12−66→ 0 total
→ Common Stock (66 underlying)
Exercise/Conversion
Restricted Stock Units
2016-05-12−3,162→ 0 total
→ Common Stock (3,162 underlying)

Holdings

Common Stock
(indirect: See Footnotes)
19,125,204

ValueAct Holdings GP, LLC

10% OwnerOther

Transactions

Exercise/Conversion
Common Stock
2016-05-12+3,228→ 3,228 total
Award
Restricted Stock Units
2016-05-13+3,628→ 3,628 total
→ Common Stock (3,628 underlying)
Exercise/Conversion
Dividend Equivalent Rights
2016-05-12−66→ 0 total
→ Common Stock (66 underlying)
Exercise/Conversion
Restricted Stock Units
2016-05-12−3,162→ 0 total
→ Common Stock (3,162 underlying)

Holdings

Common Stock
(indirect: See Footnotes)
19,125,204

Spivy Gregory P

Director10% OwnerOther

Transactions

Award
Restricted Stock Units
2016-05-13+3,628→ 3,628 total
→ Common Stock (3,628 underlying)
Exercise/Conversion
Common Stock
2016-05-12+3,228→ 3,228 total
Exercise/Conversion
Restricted Stock Units
2016-05-12−3,162→ 0 total
→ Common Stock (3,162 underlying)
Exercise/Conversion
Dividend Equivalent Rights
2016-05-12−66→ 0 total
→ Common Stock (66 underlying)

Holdings

Common Stock
(indirect: See Footnotes)
19,125,204

ValueAct Capital Master Fund, L.P.

10% OwnerOther

Transactions

Exercise/Conversion
Common Stock
2016-05-12+3,228→ 3,228 total
Exercise/Conversion
Restricted Stock Units
2016-05-12−3,162→ 0 total
→ Common Stock (3,162 underlying)
Exercise/Conversion
Dividend Equivalent Rights
2016-05-12−66→ 0 total
→ Common Stock (66 underlying)
Award
Restricted Stock Units
2016-05-13+3,628→ 3,628 total
→ Common Stock (3,628 underlying)

Holdings

Common Stock
(indirect: See Footnotes)
19,125,204

ValueAct Capital Management, L.P.

10% OwnerOther

Transactions

Exercise/Conversion
Common Stock
2016-05-12+3,228→ 3,228 total
Award
Restricted Stock Units
2016-05-13+3,628→ 3,628 total
→ Common Stock (3,628 underlying)
Exercise/Conversion
Dividend Equivalent Rights
2016-05-12−66→ 0 total
→ Common Stock (66 underlying)
Exercise/Conversion
Restricted Stock Units
2016-05-12−3,162→ 0 total
→ Common Stock (3,162 underlying)

Holdings

Common Stock
(indirect: See Footnotes)
19,125,204

VA Partners I, LLC

10% OwnerOther

Transactions

Exercise/Conversion
Common Stock
2016-05-12+3,228→ 3,228 total
Exercise/Conversion
Dividend Equivalent Rights
2016-05-12−66→ 0 total
→ Common Stock (66 underlying)
Exercise/Conversion
Restricted Stock Units
2016-05-12−3,162→ 0 total
→ Common Stock (3,162 underlying)
Award
Restricted Stock Units
2016-05-13+3,628→ 3,628 total
→ Common Stock (3,628 underlying)

Holdings

Common Stock
(indirect: See Footnotes)
19,125,204

ValueAct Holdings, L.P.

10% OwnerOther

Transactions

Award
Restricted Stock Units
2016-05-13+3,628→ 3,628 total
→ Common Stock (3,628 underlying)
Exercise/Conversion
Common Stock
2016-05-12+3,228→ 3,228 total
Exercise/Conversion
Restricted Stock Units
2016-05-12−3,162→ 0 total
→ Common Stock (3,162 underlying)
Exercise/Conversion
Dividend Equivalent Rights
2016-05-12−66→ 0 total
→ Common Stock (66 underlying)

Holdings

Common Stock
(indirect: See Footnotes)
19,125,204

Footnotes (12)

[F1]Settlement of restricted stock units ("RSUs") and related dividend equivalents.
[F10]The RSUs represent the reporting person's annual equity award under the Allison Transmission Holdings, Inc. (the "Company") Second Amended and Restated Non-Employee Director Compensation Policy ("Policy").
[F11]The 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.
[F12]The number of RSUs received was calculated based on $27.56, which was the closing price of the Company's Common Stock on the date of grant.
[F2]Includes 66 dividend equivalents.
[F3]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.
[F4]Each 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.
[F5]The securities reported herein are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (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.
[F6]Each RSU represents a contingent right to receive one share of the Company's common stock.
[F7]On May 14, 2015, the reporting person was granted 3,162 RSUs that vested on May 12, 2016.
[F8]Each dividend equivalent right represents a contingent right to receive one share of the Company's common stock.
[F9]The dividend equivalent rights accrued on previously awarded RSUs and vested on May 12, 2016.

Documents

1 file

4
primary_doc.xmlPrimary
PRIMARY DOCUMENT

Issuer

Allison Transmission Holdings Inc

CIK 0001411207

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001418813

Filing Metadata

Form type: 4
Filed: May 15, 8:00 PM ET
Accepted: May 16, 5:29 PM ET
Size: 26.7 KB

View on SEC.gov