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*
TERKOWITZ RALPH S

(Last) (First) (Middle)
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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
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)
X Form filed by One Reporting Person
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 07/01/2015 C 14,155,263 A (1) 14,155,263 I By: Limited Partnership(2)
Common Stock 07/01/2015 S 798,850(3) D $13.02 13,356,413 I By: Limited Partnership(2)
Common Stock 07/01/2015 C 732,672 A (1) 732,672 I By: Limited Partnership(4)
Common Stock 07/01/2015 S 41,348(5) D $13.02 691,324 I By: Limited Partnership(4)
Common Stock 07/01/2015 C 863,649 A (1) 863,649 I By: Limited Partnership(6)
Common Stock 07/01/2015 S 48,740(7) D $13.02 814,909 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
Series A Preferred Stock (1) 07/01/2015 C 1,572,807 (1) (1) Common Stock 14,155,263 (1) 0 I By: Limited Partnership(2)
Series A Preferred Stock (1) 07/01/2015 C 81,408 (1) (1) Common Stock 732,672 (1) 0 I By: Limited Partnership(4)
Series A Preferred Stock (1) 07/01/2015 C 95,961 (1) (1) Common Stock 863,649 (1) 0 I By: Limited Partnership(6)
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. These shares are owned by ABS Capital Partners V, L.P. ("ABS Capital V"). The Reporting Person is a manager of ABS Partners V, LLC (the "LLC"), the general partner of ABS Partners V, L.P ("ABS Partners V"), which is the general partner of ABS Capital V and, as such, exercises voting and dispositive power over the shares held by ABS Capital V. The Reporting Person disclaims beneficial ownership of the shares held by ABS Capital V, except to the extent of his pecuniary interest therein.
3. These shares were sold by ABS Capital V. The Reporting Person is a manager of the LLC, the general partner of ABS Partners V, which is the general partner of ABS Capital V and, as such, exercises voting and dispositive power over the shares held by ABS Capital V. The Reporting Person disclaims beneficial ownership of the shares held by ABS Capital V, except to the extent of his pecuniary interest therein.
4. These shares are owned by ABS Capital Partners V-A, L.P. ("ABS Capital V-A"). The Reporting Person is a manager of the LLC, the general partner of ABS Partners V, which is the general partner of ABS Capital V-A and, as such, exercises voting and dispositive power over the shares held by ABS Capital V-A. The Reporting Person disclaims beneficial ownership of the shares held by ABS Capital V-A, except to the extent of his pecuniary interest therein.
5. These shares were sold by ABS Capital V-A. The Reporting Person is a manager of the LLC, the general partner of ABS Partners V, which is the general partner of ABS Capital V-A and, as such, exercises voting and dispositive power over the shares held by ABS Capital V-A. The Reporting Person disclaims beneficial ownership of the shares held by ABS Capital V-A, except to the extent of his pecuniary interest therein.
6. These shares are owned by ABS Capital Partners V Offshore, LP ("ABS Capital Offshore"). The Reporting Person is a manager of the LLC, the general partner of ABS Partners V, which is the general partner of ABS Capital Offshore and, as such, exercises voting and dispositive power over the shares held by ABS Capital Offshore. The Reporting Person disclaims beneficial ownership of the shares held by ABS Capital Offshore, except to the extent of his pecuniary interest therein.
7. These shares were sold by ABS Capital Offshore. The Reporting Person is a manager of the LLC, the general partner of ABS Partners V, which is the general partner of ABS Capital Offshore and, as such, exercises voting and dispositive power over the shares held by ABS Capital Offshore. The Reporting Person disclaims beneficial ownership of the shares held by ABS Capital Offshore, 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.
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