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Onex Corp., et al. – ‘4’ for 3/20/12 re: Allison Transmission Holdings Inc.

On:  Thursday, 3/22/12, at 4:55pm ET   ·   For:  3/20/12   ·   As:  10% Owner   ·   Accession #:  1209191-12-19609   ·   File #:  1-35456

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/22/12  Onex Corp.                        4          10% Owner   2:51K  Allison Transmission Holdings Inc DONNELLEY FIN… File16/FA
          Schwartz Gerald W
          Onex American Holdings II LLC
          OAH Wind LLC
          Onex American Holdings Subco LLC
          Onex American Holdings GP LLC
          Allison Executive Investco II LLC
          Allison Executive Investco LLC
          Onex Allison Holding Ltd. S.A.R.L.

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     14K 
                Securities by an Insider -- c28041_4x1.xml/3.4                   
 2: EX-99       Additional Exhibits                                 HTML     30K

‘4’   —   Statement of Changes in Beneficial Ownership of Securities by an Insider — c28041_4x1.xml/3.4



        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ONEX CORP
(Last)(First)(Middle)
C/O ONEX CORPORATION
161 BAY STREET
(Street)
TORONTOA6M5J 2S1
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Allison Transmission Holdings Inc [ ALSN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
3/20/12
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock 3/20/12 S 15,007,500D$21.7475,348,749ISee footnotes (1) (2) (3) (4) (5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
ONEX CORP
(Last)(First)(Middle)
C/O ONEX CORPORATION
161 BAY STREET
(Street)
TORONTOA6M5J 2S1
(City)(State)(Zip)
1. Name and Address of Reporting Person*
SCHWARTZ GERALD W
(Last)(First)(Middle)
C/O ONEX CORPORATION
161 BAY STREET
(Street)
TORONTOA6M5J 2S1
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Onex American Holdings II LLC
(Last)(First)(Middle)
C/O ONEX CORPORATION
161 BAY STREET
(Street)
TORONTOA6M5J 2S1
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Onex American Holdings GP LLC
(Last)(First)(Middle)
C/O ONEX CORPORATION
161 BAY STREET
(Street)
TORONTOA6M5J 2S1
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Allison Executive Investco LLC
(Last)(First)(Middle)
C/O ONEX CORPORATION
161 BAY STREET
(Street)
TORONTOA6M5J 2S1
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Allison Executive Investco II LLC
(Last)(First)(Middle)
C/O ONEX CORPORATION
161 BAY STREET
(Street)
TORONTOA6M5J 2S1
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Onex American Holdings Subco LLC
(Last)(First)(Middle)
C/O ONEX CORPORATION
161 BAY STREET
(Street)
TORONTOA6M5J 2S1
(City)(State)(Zip)
1. Name and Address of Reporting Person*
OAH Wind LLC
(Last)(First)(Middle)
C/O ONEX CORPORATION
161 BAY STREET
(Street)
TORONTOA6M5J 2S1
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Onex Allison Holding Ltd S.A.R.L.
(Last)(First)(Middle)
C/O ONEX CORPORATION
161 BAY STREET
(Street)
TORONTOA6M5J 2S1
(City)(State)(Zip)
Explanation of Responses:
(1)  Includes: (i) 34,064,491 shares of common stock held by Onex Partners II LP; (ii) 22,901,322 shares of common stock held by Onex Allison Holding Limited S.a R.L.; (iii) 16,057,930 shares of common stock held by Onex Allison Co-Invest LP; (iv) 641,740 shares of common stock held by Onex US Principals LP; and (v) 320,170 shares of common stock held by Onex Partners II GP LP.
(2)  Onex Corporation may be deemed to beneficially own the common stock held by (a) Onex Partners II LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP, the general partner of Onex Partners II LP; (b) Onex Allison Holding Limited S.a R.L., through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of each of Allison Executive Investco LLC, which owns all of the equity of Allison Executive Investco II LLC, and Onex American Holdings Subco LLC, which owns all of the equity of OAH Wind LLC, which OAH Wind LLC and Allison Executive Investco II LLC own all of the equity of Onex Allison Holding Limited S.a R.L.; (continued)
(3)  (c) Onex Allison Co-Invest LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP, the general partner of Onex Allison Co-Invest LP; (d) Onex US Principals LP, through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings GP LLC, the general partner of Onex US Principals LP; and (e) Onex Partners II GP LP, through Onex Corporation's ownership of all of the common stock of Onex Partners GP Inc., the general partner of Onex Partners II GP LP.
(4)  Also includes 1,361,911 shares of common stock and 1,185 shares of non-voting common stock held by 1597257 Ontario Inc., an independent entity that is controlled by Mr. Gerald W. Schwartz. Mr. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to own beneficially all of the common stock and non-voting common stock owned beneficially by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership, except to the extent of his pecuniary interest therein. Mr. Schwartz has indirect voting and investment control of Onex Corporation.
(5)  Due to the limitations of the electronic filing system, Onex Partners GP Inc., Onex US Principals LP, Onex Partners II GP LP, Onex Allison Co-Invest LP, Onex Partners II LP, 1597257 Ontario Inc., Onex Advisor III LLC and Onex Advisor Subco LLC are filing a separate Form 4.
Remarks:
Exhibit List: Exhibit 99 - Joint Filer Information
/s/ Andrea E. Daly, Authorized Person 3/22/12
** Signature of Reporting PersonDate
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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
____________
Transaction Code:
    S    Open market or private sale of non-derivative or derivative security.

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