Alarm.com (ALRM) Form 4 Alarm.com / Capital Partners V-A L P ABS 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^*

ABS CAPITAL PARTNERS V LP

(Last) (First) (Middle)

C/O ABS CAPITAL PARTNERS,

400 EAST PRATT STREET, SUITE 910

(Street)

BALTIMORE MD 21202

(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)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2015

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	07/08/2015		S		471,794(1)	D	$13.02	12,884,619	D(2)
Common Stock	07/08/2015		S		24,420(3)	D	$13.02	666,904	I	By: Limited Partnership(4)
Common Stock	07/08/2015		S		28,786(5)	D	$13.02	786,123	I	By: Limited Partnership(6)

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^*

ABS CAPITAL PARTNERS V LP

(Last) (First) (Middle)

C/O ABS CAPITAL PARTNERS,

400 EAST PRATT STREET, SUITE 910

(Street)

BALTIMORE MD 21202

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ABS Capital Partners V Offshore, LP

(Last) (First) (Middle)

C/O ABS CAPITAL PARTNERS

400 EAST PRATT STREET, SUITE 910

(Street)

BALTIMORE MD 21202

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ABS Capital Partners V-A L P

(Last) (First) (Middle)

C/O ABS CAPITAL PARTNERS,

400 EAST PRATT STREET, SUITE 910

(Street)

BALTIMORE MD 21202

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ABS Partners V LLC

(Last) (First) (Middle)

C/O ABS CAPITAL PARTNERS,

400 EAST PRATT STREET, SUITE 910

(Street)

BALTIMORE MD 21202

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ABS Partners V, L.P.

(Last) (First) (Middle)

C/O ABS CAPITAL PARTNERS,

400 EAST PRATT STREET, SUITE 910

(Street)

BALTIMORE MD 21202

(City) (State) (Zip)

Explanation of Responses:

1. These shares were sold by ABS Capital Partners V, L.P. ("ABS Capital V") (See Footnote (2) herein).

2. These shares are held directly by ABS Capital V. ABS Partners V, LLC (the "LLC") is the general partner of ABS Partners V, L.P. ("ABS Partners V"), which is the general partner of ABS Capital V. Donald Hebb, Jr., Phillip Clough, John Stobo, Jr., Mark Anderson, Stephanie Carter, Ashoke Goswami, James Stevenson, Ralph Terkowitz, a director of the Issuer, Timothy Weglicki and Laura Witt (collectively, the "ABS Managers") are the managing members of the LLC and, as such, share voting and dispositive power over the shares held by ABC Capital V. None of the ABS Managers acting alone have voting or dispositive power over the shares held by ABS Capital V.

3. These shares were sold by ABS Capital Partners V-A, L.P. ("ABS Capital V-A") (See Footnote (4) herein).

4. These shares are held directly by ABS Capital V-A. The LLC is the general partner of ABS Partners V, which is the general partner of ABS Capital V-A. The ABS Managers are the managing members of the LLC and, as such, share voting and dispositive power over the shares held by ABS Capital V-A. None of the ABS Managers acting alone have voting or dispositive power over the shares held by ABS Capital V-A.

5. These shares were sold by ABS Capital Partners Offshore, L.P. ("ABS Capital Offshore") (See Footnote (6) herein).

6. These shares are held directly by ABS Capital Offshore. The LLC is the general partner of ABS Partners V, which is the general partner of ABS Capital Offshore. The ABS Managers are the managing members of the LLC and, as such, share voting and dispositive power over the shares held by ABS Capital Offshore. None of the ABS Managers acting alone have voting or dispositive power over the shares held by ABS Capital Offshore.

Remarks:

	ABS Capital Partners V, L.P., By:/s/ Jennifer Moyer, Attorney-in-Fact	07/09/2015
	ABS Capital Partners V Offshore, L.P., By:/s/Jennifer Moyer, Attorney-in-Fact	07/09/2015
	ABS Capital Partners V-A, L.P., By:/s/Jennifer Moyer, Attorney-in-Fact	07/09/2015
	ABS Partners V LLC, By:/s/Jennifer Moyer, Attorney-in-Fact	07/09/2015
	ABS Partners V, L.P., By:/s/Jennifer Moyer, Attorney-in-Fact	07/09/2015
	** Signature of Reporting Person	Date
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