SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

BEDELL JEFFREY A

(Last)

(First)

(Middle)

C/O ALARM.COM HOLDINGS, INC.

8150 LEESBURG PIKE

(Street)

VIENNA

22182

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/25/2015

3. Issuer Name and Ticker or Trading Symbol
Alarm.com Holdings, Inc. [ ALRM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Strategy & Innovation

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	418,500⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	05/22/2023	Common Stock	90,000	$2.95	D

Explanation of Responses:

1. 67,500 of these shares are subject to vesting and a repurchase option pursuant to a certain Early Exercise Notice and Restricted Stock Purchase Agreement between the Issuer and the Reporting Person dated March 10, 2014. These shares shall vest at the rate of 4,500 shares per month beginning on July 1, 2015 (See Footnote (2) herein).

2. This option is immediately exercisable. However, the option vested with respect to 20% of the shares on May 22, 2014 and, with respect to 1/48th of the remaining shares, on the first day of each month thereafter over the following four years, subject to the Reporting Person's continuous service through each vesting date and the Issuer's repurchase option that lapses according to the foregoing option vesting schedule. As of the date of event requiring this filing, the Reporting Person has exercised 180,000 of the 270,000 available options, resulting in the remaining 90,000 options available for exercise (See Footnote (1) herein).

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/Jennifer Moyer, Attorney-in-Fact	06/25/2015
	** 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 5 (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.
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