SEC Info - TCG Holdings LLC, et al. - ‘3’ for 3/14/12 re: Allison Transmission Holdings Inc.

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

TCG HOLDINGS LLC

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON

20004

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
3/14/12

3. Issuer Name and Ticker or Trading Symbol
Allison Transmission Holdings Inc [ ALSN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	90,356,250	I	See footnote ⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

TCG HOLDINGS LLC

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON

20004

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TC Group, LLC

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON

20004

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

TC Group IV Managing GP, L.L.C.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON

20004

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Carlyle Partners IV AT Holdings, L.P.

(Last)

(First)

(Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE. NW, SUITE 220S

(Street)

WASHINGTON

20004

(City)

(State)

(Zip)

Explanation of Responses:

(1) By Carlyle Partners IV AT Holdings, L.P. TC Group IV Managing GP, L.L.C. is the general partner of Carlyle Partners IV AT Holdings, L.P. TC Group, L.L.C. is the managing member of TC Group IV Managing GP, L.L.C. TCG Holdings, L.L.C. is the managing member of TC Group, L.L.C. Accordingly, each of TC Group IV Managing GP, L.L.C., TC Group, L.L.C. and TCG Holdings, L.L.C. may be deemed to be beneficial owners of shares of common stock owned of record by Carlyle Partners IV AT Holdings, L.P. TCG Holdings, L.L.C. is managed by a three-person managing board, and all board action relating to the voting or disposition of these shares requires approval of a majority of the board. William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein, as the managing members of TCG Holdings, L.L.C., may be deemed to share beneficial ownership of shares of common stock beneficially owned by TCG Holdings, L.L.C. Such individuals expressly disclaim any such beneficial ownership.

Remarks:

Exhibit List: Exhibit 24 - Confirming Statement Exhibit 99 - Joint Filer Information

	/s/ Jeremy W. Anderson, attorney-in-fact	3/14/12
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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TCG Holdings LLC, et al. – ‘3’ for 3/14/12 re: Allison Transmission Holdings Inc.

On: Wednesday, 3/14/12, at 7:04pm ET · For: 3/14/12 · As: 10% Owner · Accession #: 1209191-12-18382 · File #: 1-35456

Previous ‘3’: ‘3’ on / for 7/27/11 · Latest ‘3’: This Filing

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

‘3’ — Initial Statement of Beneficial Ownership of Securities by an Insider — c27949_3x2.xml/2.4

This ‘3’ Document is an XML Data File that may be rendered in various formats:

TCG Holdings LLC, et al. – ‘3’ for 3/14/12 re: Allison Transmission Holdings Inc.

On: Wednesday, 3/14/12, at 7:04pm ET · For: 3/14/12 · As: 10% Owner · Accession #: 1209191-12-18382 · File #: 1-35456

Previous ‘3’: ‘3’ on / for 7/27/11 · Latest ‘3’: This Filing

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

‘3’ — Initial Statement of Beneficial Ownership of Securities by an Insider — c27949_3x2.xml/2.4

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents