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Ashe Capital Withdraws Director Nomination, Governance Proposals for Allison Transmission Holdings Inc (ALSN)

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In a recently-amended filing with the US Securities and Exchange Commission, William Crowley, William Harker, and Stephen Blass’s Ashe Capital stated that it had withdrawn its director nomination and governance proposals for Allison Transmission Holdings Inc (NYSE:ALSN). Ashe Capital owns some 10.03 million shares of Allison Transmission Holdings Inc (NYSE:ALSN), which represent 5.9% of the company’s outstanding stock. The investor increased the position earlier this year from 9.42 million shares held at the end of 2015.

“In view of the Issuer’s announcement on March 14, 2016 that the Board had added (i) two new qualified independent directors and, most importantly, determined to nominate another stockholder to the Board, and (ii) adopted each of the three corporate governance enhancements substantially in the form proposed by the Reporting Persons, the Reporting Persons have withdrawn their director nomination and governance proposals from consideration at the Annual Meeting,” Ashe Capital stated in its filing.

Earlier this year, Ashe requested for William Crowley to be nominated to Allison’s board of directors.

In a statement, Allison’s Chairman and CEO, Lawrence E. Dewey, said:

“We appreciate the active dialogue we have had with Ashe since they first invested in Allison, and are pleased that we now have the support of Ashe at the 2016 Annual Meeting. In announcing three new independent directors and implementing several corporate governance enhancements, the Board carefully considered the views and input from Allison stockholders, including Ashe, and we believe that the interests of Allison and all stockholders are closely aligned. Allison’s Board and management team are committed to maintaining an open and constructive engagement with our stockholders and will continue to take actions to grow the Company and create value.”

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Ashe Capital Management 10,031,115 0 10,031,115 0 10,031,115 5.9%
William C. Crowley 4,020 0 4,020 0 4,020 0.0%
William Crowley, William Harker, And Stephen Blass
William Crowley, William Harker, And Stephen Blass
Ashe Capital

Page 1 of 5 SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 13D/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 3)

Allison Transmission
Holdings, Inc.

(Name of Issuer)

Common Stock,
par value $0.01 per share

(Title of Class of Securities)

01973R101

(CUSIP Number)

Marc Weingarten, Esq.

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 15,
2016

(Date of Event which Requires
Filing of this Schedule)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 5 Pages)

————————–

The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

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