SC 13D 1 d51552dsc13d.htm SC 13D SC 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

ALARM.COM HOLDINGS, INC.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

0001459200

(CUSIP Number)

Frederic D. Fenton

c/o Technology Crossover Ventures

528 Ramona Street

Palo Alto, California 94301

Telephone: (650) 614-8200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 1, 2015

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


  1 

NAMES OF REPORTING PERSONS:

 

TCV VII, L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨        (b)  x

 

  3

SEC USE ONLY:

 

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS):

 

AF, OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

    SOLE VOTING POWER:

 

    11,196,162 SHARES OF COMMON STOCK (A)

  8

    SHARED VOTING POWER:

 

    -0- SHARES OF COMMON STOCK

  9

    SOLE DISPOSITIVE POWER:

 

    11,196,162 SHARES OF COMMON STOCK (A)

10

    SHARED DISPOSITIVE POWER:

 

    -0- SHARES OF COMMON STOCK

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

11,196,162 SHARES OF COMMON STOCK

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

24.97%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

PN

 

(A) Please see Item 5.

 

2


  1 

NAMES OF REPORTING PERSONS:

 

TCV VII (A), L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨        (b)  x

 

  3

SEC USE ONLY:

 

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS):

 

AF, OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

    SOLE VOTING POWER:

 

    5,814,426 SHARES OF COMMON STOCK (A)

  8

    SHARED VOTING POWER:

 

    -0- SHARES OF COMMON STOCK

  9

    SOLE DISPOSITIVE POWER:

 

    5,814,426 SHARES OF COMMON STOCK (A)

10

    SHARED DISPOSITIVE POWER:

 

    -0- SHARES OF COMMON STOCK

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

5,814,426 SHARES OF COMMON STOCK

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

12.97%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

PN

 

(A) Please see Item 5.

 

3


  1 

NAMES OF REPORTING PERSONS:

 

TCV MEMBER FUND, L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨        (b)  x

 

  3

SEC USE ONLY:

 

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS):

 

AF, OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

    SOLE VOTING POWER:

 

    105,863 SHARES OF COMMON STOCK (A)

  8

    SHARED VOTING POWER:

 

    -0- SHARES OF COMMON STOCK

  9

    SOLE DISPOSITIVE POWER:

 

    105,863 SHARES OF COMMON STOCK (A)

10

    SHARED DISPOSITIVE POWER:

 

    -0- SHARES OF COMMON STOCK

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

105,863 SHARES OF COMMON STOCK

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

0.24%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

PN

 

(A) Please see Item 5.

 

4


  1 

NAMES OF REPORTING PERSONS:

 

TECHNOLOGY CROSSOVER MANAGEMENT VII, L.P.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨        (b)  x

 

  3

SEC USE ONLY:

 

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS):

 

AF, OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

    SOLE VOTING POWER:

 

    17,010,588 SHARES OF COMMON STOCK (A)

  8

    SHARED VOTING POWER:

 

    -0- SHARES OF COMMON STOCK

  9

    SOLE DISPOSITIVE POWER:

 

    17,010,588 SHARES OF COMMON STOCK (A)

10

    SHARED DISPOSITIVE POWER:

 

    -0- SHARES OF COMMON STOCK

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

17,010,588 SHARES OF COMMON STOCK (A)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

37.95%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

PN

 

(A) Please see Item 5.

 

5


  1 

NAMES OF REPORTING PERSONS:

 

TECHNOLOGY CROSSOVER MANAGEMENT VII, LTD.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨        (b)  x

 

  3

SEC USE ONLY:

 

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS):

 

AF, OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

    SOLE VOTING POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

  8

    SHARED VOTING POWER:

 

    -0- SHARES OF COMMON STOCK

  9

    SOLE DISPOSITIVE POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

10

    SHARED DISPOSITIVE POWER:

 

    -0- SHARES OF COMMON STOCK

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

17,116,451 SHARES OF COMMON STOCK (A)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

38.17%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

OO

 

(A) Please see Item 5.

 

6


  1 

NAMES OF REPORTING PERSONS:

 

JAY C. HOAG

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨        (b)  x

 

  3

SEC USE ONLY:

 

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS):

 

AF, OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

UNITED STATES CITIZEN

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

    SOLE VOTING POWER:

 

    -0- SHARES OF COMMON STOCK

  8

    SHARED VOTING POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

  9

    SOLE DISPOSITIVE POWER:

 

    0- SHARES OF COMMON STOCK

10

    SHARED DISPOSITIVE POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

17,116,451 SHARES OF COMMON STOCK (A)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

38.17%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

IN

 

(A) Please see Item 5.

 

7


  1 

NAMES OF REPORTING PERSONS:

 

RICHARD H. KIMBALL

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨        (b)  x

 

  3

SEC USE ONLY:

 

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS):

 

AF, OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

UNITED STATES CITIZEN

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

    SOLE VOTING POWER:

 

    -0- SHARES OF COMMON STOCK

  8

    SHARED VOTING POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

  9

    SOLE DISPOSITIVE POWER:

 

    -0- SHARES OF COMMON STOCK

10

    SHARED DISPOSITIVE POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

17,116,451 SHARES OF COMMON STOCK (A)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

38.17%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

IN

 

(A) Please see Item 5.

 

8


  1 

NAMES OF REPORTING PERSONS:

 

JOHN L. DREW

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨        (b)  x

 

  3

SEC USE ONLY:

 

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS):

 

AF, OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

UNITED STATES CITIZEN

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

    SOLE VOTING POWER:

 

    -0- SHARES OF COMMON STOCK

  8

    SHARED VOTING POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

  9

    SOLE DISPOSITIVE POWER:

 

    -0- SHARES OF COMMON STOCK

10

    SHARED DISPOSITIVE POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

17,116,451 SHARES OF COMMON STOCK (A)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

38.17%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

IN

 

(A) Please see Item 5.

 

9


  1 

NAMES OF REPORTING PERSONS:

 

JON Q. REYNOLDS, JR.

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨        (b)  x

 

  3

SEC USE ONLY:

 

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS):

 

AF, OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

UNITED STATES CITIZEN

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

    SOLE VOTING POWER:

 

    -0- SHARES OF COMMON STOCK

  8

    SHARED VOTING POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

  9

    SOLE DISPOSITIVE POWER:

 

    -0- SHARES OF COMMON STOCK

10

    SHARED DISPOSITIVE POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

17,116,451 SHARES OF COMMON STOCK (A)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

38.17%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

IN

 

(A) Please see Item 5.

 

10


  1 

NAMES OF REPORTING PERSONS:

 

DAVID L. YUAN

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨        (b)  x

 

  3

SEC USE ONLY:

 

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS):

 

AF, OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

UNITED STATES CITIZEN

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

    SOLE VOTING POWER:

 

    -0- SHARES OF COMMON STOCK

  8

    SHARED VOTING POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

  9

    SOLE DISPOSITIVE POWER:

 

    -0- SHARES OF COMMON STOCK

10

    SHARED DISPOSITIVE POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

17,116,451 SHARES OF COMMON STOCK (A)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

38.17%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

IN

 

(A) Please see Item 5.

 

11


  1 

NAMES OF REPORTING PERSONS:

 

ROBERT W. TRUDEAU

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨        (b)  x

 

  3

SEC USE ONLY:

 

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS):

 

AF, OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

UNITED STATES CITIZEN

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

    SOLE VOTING POWER:

 

    -0- SHARES OF COMMON STOCK

  8

    SHARED VOTING POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

  9

    SOLE DISPOSITIVE POWER:

 

    -0- SHARES OF COMMON STOCK

10

    SHARED DISPOSITIVE POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

17,116,451 SHARES OF COMMON STOCK (A)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

38.17%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

IN

 

(A) Please see Item 5.

 

12


  1 

NAMES OF REPORTING PERSONS:

 

CHRISTOPHER P. MARSHALL

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨        (b)  x

 

  3

SEC USE ONLY:

 

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS):

 

AF, OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

UNITED STATES CITIZEN

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

    SOLE VOTING POWER:

 

    -0- SHARES OF COMMON STOCK

  8

    SHARED VOTING POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

  9

    SOLE DISPOSITIVE POWER:

 

    -0- SHARES OF COMMON STOCK

10

    SHARED DISPOSITIVE POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

17,116,451 SHARES OF COMMON STOCK (A)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

38.17%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

IN

 

(A) Please see Item 5.

 

13


  1 

NAMES OF REPORTING PERSONS:

 

TIMOTHY P. McADAM

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨        (b)  x

 

  3

SEC USE ONLY:

 

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS):

 

AF, OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

UNITED STATES CITIZEN

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

    SOLE VOTING POWER:

 

    -0- SHARES OF COMMON STOCK

  8

    SHARED VOTING POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

  9

    SOLE DISPOSITIVE POWER:

 

    -0- SHARES OF COMMON STOCK

10

    SHARED DISPOSITIVE POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

17,116,451 SHARES OF COMMON STOCK (A)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

38.17%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

IN

 

(A) Please see Item 5.

 

14


  1 

NAMES OF REPORTING PERSONS:

 

JOHN C. ROSENBERG

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a)  ¨        (b)  x

 

  3

SEC USE ONLY:

 

  4

SOURCE OF FUNDS (SEE INSTRUCTIONS):

 

AF, OO

  5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ¨

 

  6

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

UNITED STATES CITIZEN

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

    SOLE VOTING POWER:

 

    -0- SHARES OF COMMON STOCK

  8

    SHARED VOTING POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

  9

    SOLE DISPOSITIVE POWER:

 

    -0- SHARES OF COMMON STOCK

10

    SHARED DISPOSITIVE POWER:

 

    17,116,451 SHARES OF COMMON STOCK (A)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

17,116,451 SHARES OF COMMON STOCK (A)

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):  ¨

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

38.17%

14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 

IN

 

(A) Please see Item 5.

 

15


ITEM 1. SECURITY AND ISSUER.

This statement relates to shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Alarm.com Holdings, Inc., a Delaware corporation (the “Company”). The Company’s principal executive offices are located at 8150 Leesburg Pike Vienna, Virginia 22182.

 

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(c), (f). This statement is being filed by (1) TCV VII, L.P., a Cayman Islands exempted limited partnership (“TCV VII”), (2) TCV VII (A), L.P., a Cayman Islands exempted limited partnership (“TCV VII(A)”), (3) TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (“Member Fund” and, together with TCV VII and TCV VII(A), the “TCV Funds”), (4) Technology Crossover Management VII, L.P., a Cayman Islands exempted limited partnership (“Management VII”), (5) Technology Crossover Management VII, Ltd., a Cayman Islands exempted company (“TCM VII”), (6) Jay C. Hoag (“Mr. Hoag”), (7) Richard H. Kimball (“Mr. Kimball”), (8) John L. Drew (“Mr. Drew”), (9) Jon Q. Reynolds, Jr. (“Mr. Reynolds”), (10) David L. Yuan (“Mr. Yuan”), (11) Robert W. Trudeau (“Mr. Trudeau”), (12) Christopher P. Marshall (“Mr. Marshall”), (13) Timothy P. McAdam (“Mr. McAdam”) and (14) John C. Rosenberg (“Mr. Rosenberg”). TCV VII, TCV VII(A), Member Fund, Management VII, TCM VII, Mr. Hoag, Mr. Kimball, Mr. Drew, Mr. Reynolds, Mr. Yuan, Mr. Trudeau, Mr. Marshall, Mr. McAdam and Mr. Rosenberg are sometimes collectively referred to herein as the “Reporting Persons.” The agreement among the Reporting Persons relating to the joint filing of this statement is attached as Exhibit 1 hereto.

TCV VII, TCV VII(A), Member Fund, Management VII and TCM VII (collectively, the “TCV Entities”) are each principally engaged in the business of investing in securities of privately and publicly held companies. Management VII is the direct general partner of TCV VII and TCV VII(A). TCM VII is the direct general partner of Management VII, the ultimate general partner of TCV VII and TCV VII(A) and a general partner of Member Fund. The address of the principal business and office of each of the TCV Entities is 528 Ramona Street, Palo Alto, California 94301.

Mr. Hoag, Mr. Kimball, Mr. Drew, Mr. Reynolds, Mr. Yuan, Mr. Trudeau, Mr. Marshall, Mr. McAdam and Mr. Rosenberg (collectively, the “Class A Directors”) are the Class A Directors of TCM VII and are limited partners of Management VII. The Class A Directors are each United States citizens and the present principal occupation of each is as a venture capital investor. The business address of each of the Class A Directors is 528 Ramona Street, Palo Alto, California 94301.

(d), (e). During the last five years, none of the Reporting Persons has (1) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Pursuant to the terms of a Series B Preferred Stock Purchase Agreement dated June 30, 2012, by and among the Company, Alarm.com Incorporated and the TCV Funds, on July 11, 2012, the Company issued and sold to TCV, and the TCV Funds purchased from the Company, an aggregate of 1,803,057 shares of the Company’s Series B Preferred Stock, par value $0.001 per share, at a purchase price of $75.44 per share in the amounts set forth below.

 

Name of Investor

   Number of
Shares of
Series B
Preferred
Stock
Purchased
 

TCV VII

     1,179,416   

TCV VII(A)

     612,498   

Member Fund

     11,143   

 

16


In consideration for the issuance and sale of the Series B Preferred Stock to the TCV Funds, the TCV Funds paid the Company an aggregate of $136,022,620.08.

Each share of Series B Preferred Stock owned by the TCV Funds converted into nine (9) shares of Common Stock upon the closing of the Company’s initial public offering (the “IPO”) on July 1, 2015, or an aggregate of 16,227,513 shares of Common Stock. The source of funds used for the acquisition of the Series B Preferred Stock by the TCV Funds was capital contributions from their respective partners.

Pursuant to the terms of a Securities Purchase Agreement dated June 12, 2015, by and among the Company, the TCV Funds and ABS Capital Partners V, L.P., ABS Capital Partners V-A, L.P. and ABS Capital Partners V Offshore, L.P. (collectively, the “ABS Funds”), on July 1, 2015 immediately following the closing of the IPO, TCV VII, TCV VII(A) and Member Fund purchased from the ABS Funds an aggregate of 581,418, 301,944 and 5,576 shares of the Company’s Common Stock, respectively, at a purchase price of $13.02 per share (which represented a 7% discount to the price per share of Common Stock to the public in the IPO of $14.00). The aggregate consideration paid by the TCV Funds to the ABS Funds as consideration for such purchase of Common Stock was $11,573,972.76. The source of funds used for the acquisition by the TCV Funds of the Common Stock held by the ABS Funds was cash on hand as well as funds received from borrowings.

 

ITEM 4. PURPOSE OF TRANSACTION.

The Reporting Persons acquired the Common Stock for investment purposes. Depending on the factors discussed herein, the Reporting Persons may, from time to time, investigate, evaluate, discuss, negotiate or agree to acquire additional shares of Common Stock in the open market, in connection with issuances by the Company or sales by other stockholders in transactions registered under the Securities Act of 1933, as amended (the “Securities Act”), in privately negotiated transactions or otherwise and/or investigate, evaluate, discuss, negotiate or agree to retain and/or sell or otherwise dispose of all or a portion of shares of Common Stock in the open market, through transactions registered under the Securities Act, through privately negotiated transactions to the Company or third parties or through distributions to their respective partners, or otherwise. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Common Stock; general market and economic conditions; ongoing evaluation of the Company’s business, financial condition, operating results and prospects; the relative attractiveness of alternative business and investment opportunities; and other future developments. Except as set forth herein, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a), (b). As of the close of business on July 1, 2015, the Reporting Persons beneficially owned directly and/or indirectly the following shares:

 

Name of Investor

   Number of Total Shares     Percentage of
Outstanding Shares (*)
 

TCV VII

     11,196,162 (**)      24.97

TCV VII(A)

     5,814,426 (**)      12.97

Member Fund

     105,863 (**)      0.24

Management VII

     17,010,588 (**)      37.95

TCM VII

     17,116,451 (**)      38.17

Mr. Hoag

     17,116,451 (**)      38.17

Mr. Kimball

     17,116,451 (**)      38.17

Mr. Drew

     17,116,451 (**)      38.17

Mr. Reynolds

     17,116,451 (**)      38.17

Mr. Yuan

     17,116,451 (**)      38.17

Mr. Trudeau

     17,116,451 (**)      38.17

Mr. Marshall

     17,116,451 (**)      38.17

Mr. McAdam

     17,116,451 (**)      38.17

Mr. Rosenberg

     17,116,451 (**)      38.17

 

(*)  All percentages in this table are based on (i) 44,846,440 shares of Common Stock of the Company outstanding after the closing of the IPO as reported in the prospectus, dated June 25, 2015, as filed by the Company with the Securities and Exchange Commission on June 26, 2015 pursuant to Rule 424(b)(4), plus (ii) shares of Common Stock deemed to be outstanding pursuant to Rule 13d-3(d)(i) with respect to such Reporting Persons.

 

17


(**)  Certain Reporting Persons disclaim beneficial ownership as set forth below.

Each of the TCV Funds has the sole power to dispose or direct the disposition of the shares of Common Stock which it holds directly, and has the sole power to vote or direct the vote of such shares.

TCM VII, as the ultimate general partner of TCV VII and TCV VII(A) and a general partner of Member Fund, and Management VII, as the direct general partner of TCV VII and TCV VII(A), may also be deemed to have the sole power to dispose or direct the disposition of the shares of Common Stock held by TCV VII and TCV VII(A) and, with respect to TCM VII, certain of the shares held by Member Fund and have the sole power to direct the vote of such shares. Each of TCM VII and Management VII disclaims beneficial ownership of the shares of Common Stock owned by TCV VII, TCV VII(A), and Member Fund except to the extent of their respective pecuniary interest therein.

Under the memorandum and articles of association of TCM VII, the Class A Directors have the shared power to dispose or direct the disposition of the shares held by TCV VII and TCV VII(A) and certain of the shares of Common Stock held by Member Fund and the shared power to direct the vote of such shares. Each of the Class A Directors disclaims beneficial ownership of the shares of Common Stock owned by TCM VII, Management VII, TCV VII, TCV VII(A) and Member Fund except to the extent of their respective pecuniary interest therein.

The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Company but do not affirm the existence of any such group.

Except as set forth in this Item 5(a) — (b), each of the Reporting Persons disclaims beneficial ownership of any Common Stock owned beneficially or of record by any other Reporting Person.

(c). Please see Item 3 above. Pursuant to the terms of a Securities Purchase Agreement dated June 12, 2015, by and among the TCV Funds, the ABS Funds and the Company, the ABS Funds agreed to sell, and the TCV Funds agreed to purchase shares of the Company’s Common Stock at a purchase price of $13.02 per share.

 

Name of Investor

   Number of Shares of
Common Stock
Purchased
 

TCV VII

     581,418   

TCV VII(A)

     301,944   

Member Fund

     5,576   

(d). Except as set forth herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Common Stock beneficially owned by the Reporting Persons.

(e). Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Pursuant to the Amended and Restated Registration Rights Agreement dated July 11, 2012 (the “Registration Rights Agreement”) by and between the Company on the one hand, and the TCV Funds and certain other parties on the other hand, the Company agreed to register, to the extent requested by the TCV Funds, shares of capital stock of the Company held by the TCV Funds, subject to specified conditions and limitations set forth in the Registration Rights Agreement. Such registration rights include rights to request inclusion of the shares held by the TCV Funds in subsequent offerings initiated by the Company or certain other parties to the Registration Rights Agreement, as well as to request registration of their shares in certain cases, in each case, subject to specified conditions and limitations set forth in the Registration Rights Agreement. The Company is obligated to pay all expenses (other than underwriting discounts and commissions) incurred in connection with such registrations, subject to specified conditions and limitations. The Company has agreed to indemnify the TCV Funds and related persons against certain liabilities under securities laws in connection with the sale of securities under such registrations.

 

18


A copy of the Registration Rights Agreement is Exhibit 2 to this filing and is incorporated by reference herein.

Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1 Joint Filing Agreement

Exhibit 2 Amended and Restated Registration Rights Agreement dated July 11, 2012 (incorporated by referenced from Exhibit 4.2 to Alarm.Com Holdings, Inc.’s Registration Statement on Form S-1 filed on May 22, 2015)

Exhibit 3 Statement Appointing Designated Filer and Authorized Signatories dated July 10, 2009 (incorporated by reference from Exhibit 2 to the Schedule 13D relating to the common stock of Interactive Brokers Group, Inc. filed on July 10, 2009)

Exhibit 4 Statement Appointing Designated Filer and Authorized Signatories dated August 6, 2010 (incorporated by reference to Exhibit 5 to the Schedule 13D relating to the common stock of Green Dot Corporation filed on August 6, 2010)

Exhibit 5 Statement Appointing Designated Filer and Authorized Signatories dated December 31, 2010 (incorporated by reference to Exhibit 6 to the Schedule 13D relating to the common stock of K12 Inc. filed on May 5, 2011)

 

19


SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 2, 2015

 

TCV VII, L.P.
By:

/s/ Frederic D. Fenton

Name: Frederic D. Fenton
Its: Authorized Signatory
TCV VII (A), L.P.
By:

/s/ Frederic D. Fenton

Name: Frederic D. Fenton
Its: Authorized Signatory
TCV MEMBER FUND, L.P.
By:

/s/ Frederic D. Fenton

Name: Frederic D. Fenton
Its: Authorized Signatory
TECHNOLOGY CROSSOVER MANAGEMENT VII, L.P.
By:

/s/ Frederic D. Fenton

Name: Frederic D. Fenton
Its: Authorized Signatory
TECHNOLOGY CROSSOVER MANAGEMENT VII, LTD.
By:

/s/ Frederic D. Fenton

Name: Frederic D. Fenton
Its: Authorized Signatory
JAY C. HOAG
By:

/s/ Frederic D. Fenton

Name: Frederic D. Fenton
Its: Authorized Signatory
RICHARD H. KIMBALL
By:

/s/ Frederic D. Fenton

Name: Frederic D. Fenton
Its: Authorized Signatory
JOHN L. DREW
By:

/s/ Frederic D. Fenton

Name: Frederic D. Fenton
Its: Authorized Signatory

 

20


JON Q. REYNOLDS, JR.
By:

/s/ Frederic D. Fenton

Name: Frederic D. Fenton
Its: Authorized Signatory
DAVID L. YUAN
By:

/s/ Frederic D. Fenton

Name: Frederic D. Fenton
Its: Authorized Signatory
ROBERT W. TRUDEAU
By:

/s/ Frederic D. Fenton

Name: Frederic D. Fenton
Its: Authorized Signatory
CHRISTOPHER P. MARSHALL
By:

/s/ Frederic D. Fenton

Name: Frederic D. Fenton
Its: Authorized Signatory
TIMOTHY P. McADAM
By:

/s/ Frederic D. Fenton

Name: Frederic D. Fenton
Its: Authorized Signatory
JOHN C. ROSENBERG
By:

/s/ Frederic D. Fenton

Name: Frederic D. Fenton
Its: Authorized Signatory

 

21


EXHIBIT INDEX

Exhibit 1 Joint Filing Agreement

Exhibit 2 Amended and Restated Registration Rights Agreement dated July 11, 2012 (incorporated by referenced from Exhibit 4.2 to Alarm.Com Holdings, Inc.’s Registration Statement on Form S-1 filed on May 22, 2015)

Exhibit 3 Statement Appointing Designated Filer and Authorized Signatories dated July 10, 2009 (incorporated by reference from Exhibit 2 to the Schedule 13D relating to the common stock of Interactive Brokers Group, Inc. filed on July 10, 2009)

Exhibit 4 Statement Appointing Designated Filer and Authorized Signatories dated August 6, 2010 (incorporated by reference to Exhibit 5 to the Schedule 13D relating to the common stock of Green Dot Corporation filed on August 6, 2010)

Exhibit 5 Statement Appointing Designated Filer and Authorized Signatories dated December 31, 2010 (incorporated by reference to Exhibit 6 to the Schedule 13D relating to the common stock of K12 Inc. filed on May 5, 2011)

 

22