| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Alarm.com Holdings, Inc. [ ALRM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 07/01/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/01/2015 | C | 1,566,594 | A | (1) | 2,193,495 | I | See Footnote(2) | ||
| Common Stock | 07/01/2015 | C | 574,641 | A | (3) | 2,768,136 | I | See Footnote(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series A Preferred Stock | (1) | 07/01/2015 | C | 174,066 | (1) | (1) | Common Stock | 1,566,594 | (1) | 0 | I | See Footnote(4) | |||
| Series B-1 Preferred Stock | (3) | 07/01/2015 | C | 63,849 | (3) | (3) | Common Stock | 574,641 | (3) | 0 | I | See Footnote(4) | |||
| Explanation of Responses: |
| 1. Each share of the Series A Preferred Stock automatically converted into 9 shares of common stock upon the closing of the issuer's initial public offering. The Series A Preferred Stock has no expiration date. |
| 2. Includes (i) 126,901 shares which are owned directly by the Reporting Person; (ii) 250,000 shares which are owned by the Stephen Trundle 2015 2 Year GRAT (the "2 year GRAT"); and (iii) 250,000 shares are owned by the Stephen Trundle 2015 4 Year GRAT (the "4 year GRAT"). The Reporting Person is the sole trustee and primary beneficiary of each of the 2 year GRAT and the 4 year GRAT. The remainder of the shares are owned Backbone Partners, LLC ("Backbone"). The Reporting Person has the sole power to vote and dispose of the shares held by Backbone. The Reporting Person disclaims beneficial ownership of those shares owned by Backbone except to the extent of his pecuniary interest therein. |
| 3. Each share of the Series B-1 Preferred Stock automatically converted into 9 shares of common stock upon the closing of the issuer's initial public offering. The Series B-1 Preferred Stock has no expiration date. |
| 4. These shares were owned by Backbone. The Reporting Person has the sole power to vote and dispose of the shares held by Backbone. The Reporting Person disclaims beneficial ownership of those shares owned by Backbone except to the extent of his pecuniary interest therein. |
| Remarks: |
| /s/Jennifer Moyer, Attorney-in-Fact | 07/02/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
