Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Scroggins Eric C.
  2. Issuer Name and Ticker or Trading Symbol
Allison Transmission Holdings Inc [ALSN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, General Counsel & Sec
(Last)
(First)
(Middle)
ONE ALLISON WAY
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2019
(Street)

INDIANAPOLIS, IN 46222
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price

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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 49.6 02/20/2019   A   5,558     (1) 02/20/2029 Common Stock 5,558 $ 0 5,558 D  
Restricted Stock Units (2) 02/20/2019   A   1,853     (3)   (3) Common Stock 1,853 $ 0 1,853 D  
Performance Stock Units (4) 02/20/2019   A   5,878 (5)     (6)   (6) Common Stock 5,878 $ 0 5,878 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Scroggins Eric C.
ONE ALLISON WAY
INDIANAPOLIS, IN 46222
      VP, General Counsel & Sec  

Signatures

 /s/ Jacalyn C. Bolles, attorney-in-fact   02/22/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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) The option vests on February 20, 2022.
(2) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Allison Transmission Holdings, Inc. common stock.
(3) The RSUs vest on February 20, 2022.
(4) Each performance-based restricted stock unit ("PSUs") represents a contingent right to receive one share of Allison Transmission Holdings, Inc. common stock.
(5) On February 17, 2016, the reporting person was granted PSUs with the number of PSUs earned to be determined based on the extent to which certain performance conditions were met for a performance period of 2016-2018. As determined on February 20, 2019, based on the Company's actual performance for 2016-2018, the reporting person earned 5,878 PSUs.
(6) Earned PSUs will vest on February 28, 2019.

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