Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  New PCo Investments Ltd.
2. Date of Event Requiring Statement (Month/Day/Year)
05/28/2013
3. Issuer Name and Ticker or Trading Symbol
Allison Transmission Holdings Inc [ALSN]
(Last)
(First)
(Middle)
C/O ONEX CORPORATION, 161 BAY STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

TORONTO, A6 M5J 2S1
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,363,096 (1) (2)
D (3)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
New PCo Investments Ltd.
C/O ONEX CORPORATION
161 BAY STREET
TORONTO, A6 M5J 2S1
    X    

Signatures

/s/ Christopher Govan, Authorized Person 05/31/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Also includes 1,185 shares of non-voting common stock.
(2) Does not include 75,348,749 shares of common stock beneficially owned by a group of affiliates of the Onex Corporation that includes New PCo Investments Ltd. For additional information about the beneficial ownership of the common stock of Allison Transmission Holdings, Inc. by affiliates of the Onex Corporation please see the Form 4 filed by the Onex Corporation with the Securities and Exchange Commission on March 22, 2012.
(3) Pursuant to an internal reorganization on May 28, 2013, 1597257 Ontario Inc. transferred all of its shares of common stock of Allison Transmission Holdings, Inc. to its wholly owned subsidiary, New PCo Investments Ltd. Subsequent to this internal reorganization,1597257 Ontario Inc. remains the beneficial owner of all of the shares of common stock currently held by New PCo Investments Ltd.
 
Remarks:
Exhibit List:

Exhibit 24 - Power of Attorney

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