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 *
Graziosi David S.
   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)
President, CFO and Treasurer
(Last)
(First)
(Middle)
ONE ALLISON WAY		 3. Date of Earliest Transaction (Month/Day/Year)
11/30/2016
(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
Common Stock 12/01/2016   F(1)   4,579 D $ 33.72 193,861 D  
Common Stock 12/01/2016   M   8,496 A $ 12.66 202,357 D  
Common Stock 12/01/2016   M   18,473 A $ 16.88 220,830 D  
Common Stock 12/01/2016   S(2)   26,969 D $ 33.4238 (3) 198,861 D  

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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
Dividend Equivalent Rights $ 33.17 (4) 11/30/2016   A   63     (4)   (4) Common Stock 63 $ 0 292 D  
Emplolyee Stock Option (right to buy) $ 12.66 12/01/2016   M     8,496   (5) 11/13/2017 Common Stock 8,496 $ 0 0 D  
Employee Stock Option (right to buy) $ 16.88 12/01/2016   M     18,473   (5) 11/13/2017 Common Stock 18,473 $ 0 425,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Graziosi David S.
ONE ALLISON WAY
INDIANAPOLIS, IN 46222		       President, CFO and Treasurer  

Signatures

 /s/ Eric C. Scroggins, attorney-in-fact   12/02/2016
**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) Represents the withholding of shares to satisfy tax withholding obligations upon vesting of shares of restricted stock granted on February 18, 2014.
(2) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
(3) This price reported is a weighted average price. These shares were sold in multiple transactions at per share prices ranging from $33.2500 to $33.6300. The reporting person undertakes to provide the Company, any security holder of the Company or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4) The dividend equivalent rights accrued on previously awarded restricted stock units ("RSUs") and vest proportionately with the RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one share of Allison Transmission Holdings, Inc. common stock.
(5) The option vested in five equal annual installments beginning on November 13, 2008.

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