0001072613-17-000326.txt : 20170518 0001072613-17-000326.hdr.sgml : 20170518 20170518170806 ACCESSION NUMBER: 0001072613-17-000326 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170518 DATE AS OF CHANGE: 20170518 GROUP MEMBERS: ABS CAPITAL PARTNERS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Alarm.com Holdings, Inc. CENTRAL INDEX KEY: 0001459200 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 264247032 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88906 FILM NUMBER: 17855661 BUSINESS ADDRESS: STREET 1: 8281 GREENSBORO DRIVE STREET 2: SUITE 100 CITY: TYSONS STATE: VA ZIP: 22102 BUSINESS PHONE: 877-389-4033 MAIL ADDRESS: STREET 1: 8281 GREENSBORO DRIVE STREET 2: SUITE 100 CITY: TYSONS STATE: VA ZIP: 22102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ABS Capital Partners V Trust CENTRAL INDEX KEY: 0001666625 IRS NUMBER: 816166305 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 400 EAST PRATT STREET STREET 2: SUITE 910 CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 410-246-5624 MAIL ADDRESS: STREET 1: 400 EAST PRATT STREET STREET 2: SUITE 910 CITY: BALTIMORE STATE: MD ZIP: 21202 SC 13D/A 1 sch13da_18072.htm SCHEDULE 13D/A DATED MAY 8, 2017
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


SCHEDULE 13D/A
 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*
 


Alarm.com Holdings, Inc.
(Name of Issuer)
 

Common Stock, par value $0.01 per share
(Title of Class of Securities)
 

011642105
 (CUSIP Number)
 

James E. Stevenson, Jr.
ABS Capital Partners
400 East Pratt Street, Ste. 910
Baltimore, Maryland 21202
(410) 246-5600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 

May 8, 2017
(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).
 
 
 
 
CUSIP No. 011642105
13D/A
Page 2 of 6
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
ABS Capital Partners V Trust
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
 
(b)
☐ (1)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,337,646
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,337,646
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,337,646
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
7.21% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1) This Schedule 13D is filed by ABS Capital Partners V Trust ("ABS Trust"), which directly holds 3,337,646 shares. ABS Capital Partners Inc. is the trustee ("Trustee" and together with ABS Trust, the "Reporting Persons") of ABS Trust and, as such, shares voting and dispositive power over the shares held by ABS Trust.
 
(2) This percentage is calculated based on 46,318,997 shares of the Issuer's Common Stock reported to be outstanding as of May 1, 2017 by the Issuer in the Issuer's Form 10-Q for the fiscal quarter ended March 31, 2017, as filed with the Securities and Exchange Commission on May 10, 2017.
 
CUSIP No. 011642105
13D/A
Page 3 of 6
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
ABS Capital Partners, Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
☐
 
(b)
☐ (1)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Maryland
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
3,337,646
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,337,646
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,337,646
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
7.21% (2)
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
(1) This Schedule 13D is filed by ABS Capital Partners V Trust ("ABS Trust"), which directly holds 3,337,646 shares. ABS Capital Partners Inc. is the trustee ("Trustee" and together with ABS Trust, the "Reporting Persons") of ABS Trust and, as such, shares voting and dispositive power over the shares held by ABS Trust.
 
(2) This percentage is calculated based on 46,318,997 shares of the Issuer's Common Stock reported to be outstanding as of May 1, 2017 by the Issuer in the Issuer's Form 10-Q for the fiscal quarter ended March 31, 2017, as filed with the Securities and Exchange Commission on May 10, 2017.
 
CUSIP No. 011642105
13D/A
Page 4 of 6
 
 
EXPLANATORY NOTE

ABS Capital Partners V Trust, a liquidating trust governed by Delaware Law ("ABS Trust"), and ABS Capital Partners, Inc., a Maryland corporation (together, the "Reporting Persons") 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. The Reporting Persons thereafter filed a Schedule 13D on September 23, 2016 (the "Original Schedule 13D", and together with Amendment No. 1 filed on December 1, 2016, Amendment No. 2 filed on March 23, 2017 and this Amendment No. 3, the "Schedule 13D") to update the information set forth in the previously-filed Schedule 13G. This Amendment No. 3 amends and supplements the Original Schedule 13D. Capitalized terms used but not defined herein have the meanings given to them in the Original Schedule 13D.
 

Item 4.    Purpose of Transaction.

Item 4 of the Original Schedule 13D is hereby supplemented as follows:

As described in Item 5(c), on May 8, 2017, ABS Trust distributed 2,000,000 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 5.    Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is amended and restated as follows:

(a)-(b) As of the date hereof, the Reporting Persons beneficially own 3,337,646 shares of the Issuer's Common Stock, which represent approximately 7.21% of the Issuer's Common Stock outstanding, calculated based on 46,318,997 shares of the Issuer's Common Stock reported to be outstanding as of May 1, 2017 by the Issuer in the Issuer's Form 10-Q for the fiscal quarter ended March 31, 2017, as filed with the Securities and Exchange Commission on May 10, 2017. Each of the Reporting Persons has shared voting and dispositive power over the Shares.

Each Associated Person's beneficial ownership of the Issuer's Common Stock 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 May 8, 2017, the ABS Trust distributed 2,000,000 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 in Appendix 2.

(d) Not applicable.

(e) Not applicable.
 
 

 
CUSIP No. 011642105
13D/A
Page 5 of 6
 
 

 
SIGNATURE

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

EXECUTED this 18th day of May, 2017.



/s/ James E. Stevenson, Jr.                        May 18, 2017
James E. Stevenson, Jr.
Managing Director of ABS Capital Partners, Inc., the Trustee
of ABS Capital Partners V Trust


/s/ James E. Stevenson, Jr.                        May 18, 2017
James E. Stevenson, Jr.
Managing Director of ABS Capital Partners, Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


CUSIP No. 011642105
13D/A
Page 6 of 6
 
 
 
Appendix 2 is amended and restated as follows:
 

APPENDIX 2

TRANSACTIONS AND BENEFICIAL OWNERSHIP OF ASSOCIATED PERSONS
 
Number of Shares
 
Name
  
Received in May 8, 2017 Distribution
  
Beneficial Ownership as of
May 18, 2017
 
Donald B. Hebb, Jr.
 
  
71,798
  
71,798
 
Phillip A. Clough
 
  
64,805
  
64,805
 
John D. Stobo, Jr.
 
  
31,361
  
0