EXPLANATORY NOTE
The Reporting Persons (as defined below) filed a Schedule 13G on February 16, 2016, as their initial beneficial ownership filing to report their beneficial ownership of the shares of common stock of the Issuer (as defined below) as of December 31, 2015. This Schedule 13D is being filed to update the information set forth in the previously-filed Schedule 13G.
Item 1.
Security and Issuer.
This statement on Schedule 13D relates to 11,337,646 shares of Common Stock, par value $0.01 per share (the "
Shares
"), of Alarm.com Holdings, Inc. (the "
Issuer
"). The principal executive offices of the Issuer are located at 8281 Greensboro Drive, Suite 100, Tysons, Virginia 22102.
Item 2.
Identity and Background.
(a) The names of the persons filing this Schedule 13D are ABS Capital Partners V Trust, a Delaware trust ("
ABS Trust
"), and ABS Capital Partners, Inc., a Maryland corporation ("
Trustee
", and together with ABS Trust, the "
Reporting Persons
"). Identifying information for each of the executive officers, directors and control persons of Trustee (collectively, the "
Associated Persons
") is set forth on Appendix I hereto, which is incorporated by reference into this Schedule 13D.
(b) The business address of each of the Reporting Persons and each of the Associated Persons is c/o ABS Capital Partners, 400 East Pratt Street, Suite 910, Baltimore, Maryland 21202-3116.
(c) The principal business of ABS Trust is a grantor trust established by ABS Capital Partners V, L.P., ABS Capital Partners V Offshore, L.P., ABS Capital Partners V-A, L.P., ABS Partners V, LLC and ABS Partners V, L.P. (collectively, the "
Funds
") to liquidate the Funds' assets. The principal business of Trustee is to manage growth equity funds. The present principal occupation or employment of each of the Associated Persons is set forth on Appendix I.
(d)-(e) During the last five years, neither of the Reporting Persons nor any of Associated Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) ABS Trust is organized under the laws of the State of Delaware. Trustee is organized under the laws of the State of Maryland. The citizenship of each of the Associated Persons is set forth on Appendix I.
Item 3.
Source and Amount of Funds or Other Consideration.
ABS Trust acquired, for no consideration, all existing portfolio investments of the Funds, including the Shares, on December 31, 2015 in connection with the liquidation of the Funds. The Shares are directly owned by ABS Trust. In its capacity as trustee of ABS Trust, Trustee may be deemed to be the beneficial owner of the Shares directly owned by ABS Trust. As described in Item 5(c), on August 17, 2016, ABS Trust distributed 3,000,000 shares of the Issuer's Common Stock on a pro rata basis, for no consideration, to ABS Trust's beneficiaries, including the Associated Persons.
Item 4.
Purpose of Transaction.
(a)-(j) The Shares were originally acquired in connection with the liquidation of the Funds. ABS Trust did not acquire and the Shares are not held for the purpose or with the effect of changing or influencing the control of the Issuer.
ABS Trust was formed in connection with the liquidation and dissolution of the Funds, and as such, has the ultimate purpose of disposing of the Funds' former assets, including the Shares. These dispositions may be accomplished through future distributions of the Trust's assets to its beneficiaries, sales of the Trust's assets in private or public transactions, or otherwise. However, ABS Trust and Trustee currently have no specific plans or proposals that would lead to the disposition of securities of the Issuer.
Other than as set forth above, none of the Reporting Persons or the Associated Persons have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. To the extent deemed advisable in light of their general investment policies, or other factors, any of the Reporting Persons or Associated Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Shares, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that the Reporting Persons will take any of these actions.
The Associated Persons' shares of the Issuer's Common Stock are "restricted" securities within the meaning of Rule 144(a) under the Securities Act of 1933, as amended (the "
Securities Act
"). The Associated Persons may not transfer these shares in the absence of an effective registration statement covering the resale or other disposition of such shares or an exemption therefrom under the Securities Act.
Item 5.
Interest in Securities of the Issuer.
(a)-(b) The table below sets forth (i) the aggregate number of shares of the Issuer's Common Stock beneficially owned by the Reporting Persons as of December 31, 2015, as of August 17, 2016 and as of the date of this filing, and (ii) the percentage of the shares of the Issuer's Common Stock beneficially owned by the Reporting Persons as of each such date, calculated based upon the total number of shares outstanding reported in the most recent periodic report filed by the Issuer with respect to a reporting period ending prior to the applicable date. Each of the Reporting Persons has shared voting and dispositive power over the shares disclosed in the table below.
|
Date
|
Number of Shares
|
Percent Ownership
|
|
|
December 31, 2015
|
14,337,646
|
|
|
|
August 17, 2016
|
11,337,646
|
|
|
|
September 23, 2016
|
11,337,646
|
|
|
(1) This percentage is calculated based on 45,574,172 shares of the Issuer's Common Stock reported to be outstanding as of October 30, 2015 by the Issuer in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on November 12, 2015.
(2) This percentage is calculated based on 45,633,044 shares of the Issuer's Common Stock reported to be outstanding as of August 3, 2016 by the Issuer in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, as filed with the Securities and Exchange Commission on August 15, 2016.
To the knowledge of the Reporting Persons, the Associated Persons did not own any shares of the Issuer's Common Stock as of December 31, 2015, and each Associated Person's beneficial ownership of the Issuer's Common Stock as of August 17, 2016 and as of the date of this filing is as set forth in Appendix 2. Each Associated Person has sole voting and dispositive power over all of his shares of the Issuer's Common Stock.
(c) On August 17, 2016, the ABS Trust distributed 3,000,000 shares of the Issuer's Common Stock on a pro rata basis to its beneficiaries. In the distribution, each Associated Person received the number of shares set forth beside his name in Appendix 2.
(d) Not applicable.
(e) Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The Reporting Persons are party to a Joint Filing Statement pursuant to which they agreed that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership of each Reporting Person of the Issuer's Common Stock.