John Drew Form 4 Alarm.com / VII(A) L P TCV ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TCV VII LP

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Alarm.com Holdings, Inc. [ ALRM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
May be part of a 13(d) group

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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	06/11/2018		J(1)		1,308,234	D	$0	7,271,460	I	TCV VII, L.P.(2)
Common Stock	06/11/2018		J(3)		679,396	D	$0	3,776,238	I	TCV VII (A), L.P.(4)
Common Stock	06/11/2018		J(5)		12,370	D	$0	68,753	I	TCV Member Fund, L.P.(6)
Common Stock								7,161	I	TCV VII Management, L.L.C.(7)
Common Stock	06/11/2018		J(9)		504,361	A	$0	504,361	I	Technology Crossover Management VII, L.P.(8)
Common Stock	06/11/2018		J(10)		500,049	D	$0	4,312	I	Technology Crossover Management VII, L.P.(8)
Common Stock	06/11/2018		J(11)		46,763	A	$0	140,051	I	Hoag Family Trust U/A Dtd 8/2/94(12)
Common Stock	06/11/2018		J(13)		46,763	A	$0	140,051	I	Hamilton Investments Limited Partnership(14)
Common Stock	06/11/2018		J(15)		64,630	A	$0	193,561	I	Goose Rocks Beach Partners, L.P.(16)
Common Stock	06/11/2018		J(17)		57,120	A	$0	57,120	I	Reynolds Family Trust(18)
Common Stock	06/11/2018		J(19)		34,232	A	$0	34,232	I	Drew Family Trust dated 10/5/2004(21)
Common Stock	06/11/2018		J(20)		20,956	A	$0	20,956	I	Ten 271 Partners B(22)
Common Stock	06/11/2018		J(23)		55,187	A	$0	55,187	I	Robert W. Trudeau(24)
Common Stock	06/11/2018		J(25)		21,185	A	$0	50,965	I	Marshall Carroll 2000 Trust(26)
Common Stock	06/11/2018		J(27)		266	A	$0	532	I	Marshall Partners(28)
Common Stock	06/12/2018		S		2,095	D	$43.4759(29)	2,217	I	Technology Crossover Management VII, L.P.(8)
Common Stock	06/12/2018		S		1,778	D	$44.3304(30)	439	I	Technology Crossover Management VII, L.P.(8)
Common Stock	06/12/2018		S		439	D	$45.0612(31)	0	I	Technology Crossover Management VII, L.P.(8)
Common Stock	06/12/2018		G(32)	V	4,000	D	$0	46,965	I	Marshall Carroll 2000 Trust(26)
Common Stock	06/12/2018		S		11,892	D	$45.0002(33)	43,295	I	Robert W. Trudeau(24)
Common Stock	06/12/2018		S		20,386	D	$44.3782(34)	570	I	Ten 271 Partners B(22)
Common Stock	06/12/2018		S		570	D	$44.6947(35)	0	I	Ten 271 Partners B(22)
Common Stock	06/12/2018		S		33,302	D	$44.3782(34)	930	I	Drew Family Trust dated 10/5/2004(21)
Common Stock	06/12/2018		S		930	D	$44.6947(35)	0	I	Drew Family Trust dated 10/5/2004(21)
Common Stock	06/13/2018		S		43,295	D	$44.5743(36)	0	I	Robert W. Trudeau(24)

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

TCV VII LP

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TCV VII(A) L P

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TCV Member Fund, L.P.

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Technology Crossover Management VII, L.P.

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HOAG JAY C

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KIMBALL RICK

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

REYNOLDS JON Q JR

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DREW JOHN

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Trudeau Robert

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Marshall Christopher P

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. In kind pro-rata distribution by TCV VII, L.P. ("TCV VII") to its partners, without consideration.

2. These securities are directly held by TCV VII. Timothy P. McAdam, Jay C. Hoag, Christopher P. Marshall, Jon Q. Reynolds, Jr., Richard H. Kimball, John L. Drew, Robert W. Trudeau and David L. Yuan (collectively, the "TCM VII Directors") are Class A Directors of Technology Crossover Management VII, Ltd. ("Management VII") and Limited Partners of Technology Crossover Management VII, L.P. ("TCM VII"). Management VII is the General Partner of TCM VII, which is the General Partner of TCV VII, L.P. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, L.P., but each of the TCM VII Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

3. In kind pro-rata distribution by TCV VII (A), L.P. ("TCV VII (A)") to its partners, without consideration.

4. These securities are directly held by TCV VII (A). The TCM VII Directors are Class A Directors of Management VII and Limited Partners of TCM VII. Management VII is the General Partner of TCM VII, which is the General Partner of TCV VII (A). The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII (A), but each of the TCM VII Directors, Management VII and TCM VII disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

5. In kind pro-rata distribution by TCV Member Fund, L.P. ("TCV MF") to its partners, without consideration.

6. These securities are directly held by TCV MF. The TCM VII Directors are Class A Directors of Management VII, which is a General Partner of TCV MF, and Limited Partners of TCV MF. The TCM VII Directors and Management VII may be deemed to beneficially own the securities held by TCV MF, but the TCM VII Directors and Management VII each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

7. Restricted stock units ("RSUs") held of record by Timothy P. McAdam for the benefit of TCV VII Management, L.L.C. ("TCV VII Management"). Jay C. Hoag, Christopher P. Marshall, Jon Q. Reynolds, Jr., Richard H. Kimball, John L. Drew, and Robert W. Trudeau (the "TCM Members") are members of TCV VII Management. Mr. McAdam and the TCM Members each disclaims beneficial ownership of such RSUs and the underlying shares of the Issuer's common stock except to the extent of their pecuniary interest therein.

8. These securities are directly held by TCM VII. The TCM VII Directors are Class A Directors of Management VII, which is the General Partner of TCM VII and Limited Partners of TCM VII. The TCM VII Directors and Management VII may be deemed to beneficially own the securities held by TCM VII, but the TCM VII Directors and Management VII each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

9. Acquisition by TCM VII pursuant to an in kind pro-rata distribution by TCV VII and TCV VII (A) to each of their partners, without consideration.

10. In kind pro-rata distribution by TCM VII to its partners, without consideration.

11. Acquisition by the Hoag Family Trust U/A Dtd 8/2/94 pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.

12. Jay C. Hoag is the Trustee of the Hoag Family Trust U/A Dtd 8/2/94. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

13. Acquisition by the Hamilton Investments Limited Partnership pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.

14. Jay C. Hoag is a General Partner of Hamilton Investments Limited Partnership. Mr. Hoag disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

15. Acquisition by Goose Rocks Beach Partners, L.P. pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.

16. Richard H. Kimball is a General Partner of Goose Rocks Beach Partners, L.P. Mr. Kimball disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

17. Acquisition by the Reynolds Family Trust pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.

18. Jon Q. Reynolds is a Trustee of the Reynolds Family Trust. Mr. Reynolds disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

19. Acquisition by the Drew Family Trust dated 10/5/2004 pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.

20. Acquisition by Ten 271 Partners B pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.

21. John L. Drew is a Trustee of the Drew Family Trust dated 10/5/2004. Mr. Drew disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

22. John L. Drew is a General Partner of Ten 271 Partners B. Mr. Drew disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

23. Acquisition by Robert W. Trudeau pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.

24. Shares held directly by Robert W. Trudeau.

25. Acquisition by the Marshall Carroll 2000 Trust pursuant to an in kind pro-rata distribution by TCM VII and TCV MF to each of their partners, without consideration.

26. Christopher P. Marshall is a Trustee of the Marshall Carroll 2000 Trust. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

27. Acquisition by Marshall Partners pursuant to an in kind pro-rata distribution by TCV MF to its partners, without consideration.

28. Christopher P. Marshall is a General Partner of Marshall Partners. Mr. Marshall disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

29. This number represents a weighted average sales price. The shares were sold at prices ranging from $42.90 to $43.84. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

30. This number represents a weighted average sales price. The shares were sold at prices ranging from $43.92 to $44.84. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

31. This number represents a weighted average sales price. The shares were sold at prices ranging from $45.00 to $45.12. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

32. Represents a gift/charitable donation effective June 12, 2018. Not a market transaction thus no price is reported. No value was received in return for the gifted shares.

33. This number represents a weighted average sales price. The shares were sold at prices ranging from $45.00 to $45.00004. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

34. This number represents a weighted average sales price. The shares were sold at prices ranging from $43.66 to $44.645. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

35. This number represents a weighted average sales price. The shares were sold at prices ranging from $44.66 to $44.74. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

36. This number represents a weighted average sales price. The shares were sold at prices ranging from $44.50 to $44.76. The Reporting Person hereby undertakes to provide upon request by the Staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each price.

Remarks:

This Form 4 is filed by more than one Reporting Person and is a joint filing with the Form 4 filed by Timothy P. McAdam and David L. Yuan on June 13, 2018.

	Frederic D. Fenton, Authorized Signatory for TCV VII, L.P.	06/13/2018
	Frederic D. Fenton, Authorized Signatory for TCV VII (A), L.P.	06/13/2018
	Frederic D. Fenton, Authorized Signatory for TCV Member Fund, L.P.	06/13/2018
	Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VII, L.P.	06/13/2018
	Frederic D. Fenton, Authorized Signatory for Jay C. Hoag	06/13/2018
	Frederic D. Fenton, Authorized Signatory for Richard H. Kimball	06/13/2018
	Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds, Jr.	06/13/2018
	Frederic D. Fenton, Authorized Signatory for John L. Drew	06/13/2018
	Frederic D. Fenton, Authorized Signatory for Robert W. Trudeau	06/13/2018
	Frederic D. Fenton, Authorized Signatory for Christopher P. Marshall	06/13/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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