Alarm.com (ALRM) Form 4 Alarm.com / JON Q REYNOLDS JR 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^*

REYNOLDS JON Q JR

(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)
03/05/2020

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	03/05/2020		S		25,510	D	$46.0049(1)	0	I	Yuan Family Trust dated 9/22/2006(2)
Common Stock	03/05/2020		S		72,000	D	$45.9353(3)	142,201	I	Reynolds Family Trust(4)
Common Stock	03/06/2020		S		12,902	D	$45.0571(5)	129,299	I	Reynolds Family Trust(4)
Common Stock	03/06/2020		G(6)		42,790	D	$0	0	I	Drew Family Trust dated 10/5/2004(7)
Common Stock								26,195	I	Ten 271 Partners B(8)
Common Stock								3,673,816	I	TCV VII, L.P.(9)
Common Stock								1,907,898	I	TCV VII (A), L.P.(10)
Common Stock								34,737	I	TCV Member Fund, L.P.(11)
Common Stock								9,872	I	TCV VII Management, L.L.C.(12)

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^*

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^*

Yuan David

(Last) (First) (Middle)

C/O TECHNOLOGY CROSSOVER VENTURES

250 MIDDLEFIELD ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. This number represents a weighted average sales price. The shares were sold at prices ranging from $46.00 to $46.14. 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.

2. David L. Yuan is a Trustee of the Yuan Family Trust dated 9/22/2006. Mr. Yuan disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. This number represents a weighted average sales price. The shares were sold at prices ranging from $45.73 to $46.255 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.

4. 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.

5. This number represents a weighted average sales price. The shares were sold at prices ranging from $45.00 to $45.42. 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.

6. Represents a gift/charitable donation effective 03/06/2020. Not a market transaction thus no price is reported. No value was received in return for the gifted shares.

7. 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.

8. 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.

9. These securities are directly held by TCV VII, L.P. ("TCV VII") Jon Q. Reynolds, Jr., John L. Drew, David L. Yuan and five other indivduals (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. The TCM VII Directors, Management VII and TCM VII may be deemed to beneficially own the securities held by TCV VII, 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.

10. These securities are directly held by TCV VII (A), L.P. ("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.

11. These securities are directly held by TCV Member Fund, L.P. ("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.

12. Restricted stock units ("RSUs") held of record by Timothy P. McAdam for the benefit of TCV VII Management, L.L.C. ("TCV VII Management"). Jon Q. Reynolds, Jr., John L. Drew, and four other individuals (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.

Remarks:

	Frederic D. Fenton, Authorized Signatory for Jon Q. Reynolds, Jr.	03/09/2020
	Frederic D. Fenton, Authorized Signatory for John L. Drew	03/09/2020
	Frederic D. Fenton, Authorized Signatory for David L. Yuan	03/09/2020
	** 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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