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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1. Name and Address of Reporting Person * Dean Sharon L.   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, Quality and Reliability (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 11/30/2016   M   5,022 A $ 23.58 12,928 D   Common Stock 11/30/2016   S(1)   5,022 D $ 32.92 7,906 D   Common Stock 12/01/2016   M   2,450 A (2) 10,356 D   Common Stock 12/01/2016   F   795 (3) D $ 33.72 9,561 D   Common Stock 12/01/2016   M   136 A (4) 9,697 D   Common Stock 12/01/2016   F   45 (5) D $ 33.72 9,652 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

Employee Stock Option (right to buy)

$ 23.58

11/30/2016

M

5,022

(6)

03/24/2023

Common Stock

5,022

$ 0

10

D

Dividend Equivalent Rights

$ 33.17 (7)

11/30/2016

A

31

(7)

(7)

Common Stock

31

$ 0

268

D

Restricted Stock Units

(2)

12/01/2016

M

2,450

(2)

(2)

Common Stock

2,450

$ 0

0

D

Dividend Equivalent Rights

(4)

12/01/2016

M

136

(4)

(4)

Common Stock

136

$ 0

132

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Dean Sharon L. ONE ALLISON WAY INDIANAPOLIS, IN 46222			VP, Quality and Reliability

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)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.
(2)	Settlement of restricted stock units ("RSUs") granted on February 18, 2014. Each RSU represents a contingent right to receive one share of Allison Transmission Holdings, Inc. ("ALSN") common stock.
(3)	Represents shares withheld by ALSN to satisfy tax withholding obligtations on the vesting of RSUs.
(4)	Settlement of dividend equivalent rights ("DERs"). The DERs accrued when and as dividends were paid on ALSN common stock and vest proportionately with the RSU to which they relate. Each DER is the economic equivalent of one share of ALSN common stock.
(5)	Represents shares withheld by ALSN to satisfy tax withholding obligations on the vesting of DERs.
(6)	The option vested on December 15, 2015.
(7)	The DERs accrued on three previously awarded RSUs and vest proportionately with the RSUs to which they relate. Each DER the economic equivalent of one share of ALSN common stock.

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