Statement of Changes in Beneficial Ownership (4)
May 24 2023 - 7:08PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Trundle Stephen |
2. Issuer Name and Ticker or Trading Symbol
Alarm.com Holdings, Inc.
[
ALRM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O ALARM.COM HOLDINGS, INC., 8281 GREENSBORO DRIVE SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/22/2023 |
(Street)
TYSONS, VA 22102 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock (1) | 5/22/2023 | | A | | 25000 (2) | A | $0.00 | 242666 | D | |
Common Stock | | | | | | | | 1339343 | I | By LLC (3) |
Common Stock | | | | | | | | 259687 | I | By Gift Trust (4) |
Common Stock | | | | | | | | 9862 | I | By Footings Advancement Trust (5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Employee Stock Option (Right to Buy) | $51.50 | 5/22/2023 | | A | | 30000 | | (6) | 5/22/2033 | Common Stock | 30000 | $0.00 | 30000 | D | |
Explanation of Responses: |
(1) | This security represents restricted stock units (the "RSUs") granted under the Issuer's 2015 Equity Incentive Plan, as amended. Each RSU represents a contingent right to receive one share of common stock of the Issuer. |
(2) | The RSUs shall vest in five (5) equal annual installments beginning on May 22, 2024, such that the RSUs shall be fully vested on May 22, 2028, subject to the Reporting Person's continued service with the Issuer through each such date. |
(3) | These shares are owned by 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 the shares owned by Backbone except to the extent, if any, of his pecuniary interest therein. |
(4) | These shares are owned by the Stephen Trundle 2015 Gift Trust (the "Trust"). Certain members of the Reporting Person's immediate family are beneficiaries of the Trust. The Reporting Person disclaims beneficial ownership of the shares owned by the Trust except to the extent, if any, of his pecuniary interest therein. |
(5) | These shares are owned by the Footings Advancement Trust (the "Advancement Trust"). The Reporting Person has the sole power to vote and dispose of the shares held by the Advancement Trust and certain members of the Reporting Person's immediate family are beneficiaries. The Reporting Person disclaims beneficial ownership of the shares owned by the Advancement Trust except to the extent, if any, of his pecuniary interest therein. |
(6) | This option shall vest and become exercisable in sixty (60) equal monthly installments on the 1st day of each calendar month beginning on June 1, 2023, subject to the Reporting Person's continued service with the Issuer through each such date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Trundle Stephen C/O ALARM.COM HOLDINGS, INC. 8281 GREENSBORO DRIVE SUITE 100 TYSONS, VA 22102 | X |
| Chief Executive Officer |
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Signatures
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/s/ Daniel Ramos, Attorney-in-Fact | | 5/24/2023 |
**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 control number. |
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