SC 13G 1 d145292dsc13g.htm SC 13G SC 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1

(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

 

 

Alarm.com Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

011642105

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

* 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    13 G   

 

  1   

NAMES OF REPORTING PERSONS

 

ABS CAPITAL PARTNERS V TRUST

  2  

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

(a)  ¨        (b)  x (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

14,337,646

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

14,337,646

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,337,646

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

31.5% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO

 

(1) This Schedule 13G is filed by ABS Capital Partners V Trust (“ABS Trust”), which directly holds 14,337,646 shares. ABS Capital Partners Inc. is the acting trustee (“Trustee” and together with ABS Trust, the “Reporting Persons”) of the ABS Trust and, as such, shares voting and dispositive power over the shares held by ABS Trust. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) This percentage is calculated based on 45,574,172 shares of the Issuer’s Common Stock reported to be outstanding as of October 30, 2015 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on November 12, 2015.


CUSIP NO. 011642105    13 G   

 

  1   

NAMES OF REPORTING PERSONS

 

ABS Capital Partners Inc.

  2  

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

(a)  ¨        (b)  x (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Maryland

NUMBER OF SHARES BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

14,337,646

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

14,337,646

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

14,337,646

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

31.5% (2)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 

(1) This Schedule 13G is filed by ABS Capital Partners V Trust (“ABS Trust”), which directly holds 14,337,646 shares. ABS Capital Partners Inc. is the acting trustee (“Trustee” and together with ABS Trust, the “Reporting Persons”) of the ABS Trust and, as such, shares voting and dispositive power over the shares held by ABS Trust. The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) This percentage is calculated based on 45,574,172 shares of the Issuer’s Common Stock reported to be outstanding as of October 30, 2015 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on November 12, 2015.


CUSIP NO. 011642105    13 G   

 

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of shares of Common Stock (“Common Stock”) of Alarm.com Holdings, Inc. (the “Issuer”).

 

Item 1(a) Name of Issuer:

Alarm.com Holdings, Inc.

 

Item 1(b) Address of Issuer’s principal executive offices:

8281 Greensboro Drive

Tysons, VA 22102

 

Items 2(a) Name of Reporting Persons filing:

ABS Capital Partners V Trust (“ABS Trust”)

ABS Capital Partners Inc. (“Trustee”)

Collectively, the ABS Trust and Trustee are referred to as the “Reporting Persons”.

 

Item 2(b) Address or principal business office or, if none, residence:

The address of the principal business office of the ABS Trust and Trustee is c/o ABS Capital Partners, 400 East Pratt Street, Suite 910, Baltimore, Maryland 21202.

 

Item 2(c) Citizenship:

 

Name

  

Citizenship or Place of Organization

ABS Trust

   Delaware

Trustee

   Maryland

 

Item 2(d) Title of class of securities:

Common Stock, $0.01 par value per share

 

Item 2(e) CUSIP No.:

011642105

 

Item 3 If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:

Not applicable.

 

Item 4 Ownership

The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2015.

 

Reporting Persons

   Shares of
Common
Stock Held
Directly
     Sole
Voting
Power
     Shared
Voting
Power
     Sole
Dispositive
Power
     Shared
Dispositive
Power
     Beneficial
Ownership
     Percentage
of Class
(1)
 

ABS Trust (2)

     14,337,646         0         14,337,646         0         14,337,646         14,337,646         31.5

Trustee (2)

     0         0         14,337,646         0         14,337,646         14,337,646         31.5


CUSIP NO. 011642105    13 G   

 

(1) This percentage is calculated based on 45,574,172 shares of the Issuer’s Common Stock reported to be outstanding as of October 30, 2015 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, as filed with the Securities and Exchange Commission on November 12, 2015.
(2) The Reporting Persons may be deemed a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

Item 5 Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ( ).

 

Item 6 Ownership of More than Five Percent on Behalf of Another Person

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

 

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.

 

Item 8 Identification and Classification of Members of the Group

Not applicable.

 

Item 9 Notice of Dissolution of Group

Not applicable.

 

Item 10 Certifications

Not applicable.


CUSIP NO. 011642105    13 G   

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 16, 2016

 

ABS CAPITAL PARTNERS V TRUST
BY:   ABS Capital Partners, Inc., its Trustee
BY:   James E. Stevenson, Jr.
ITS:   Director
By:  

/s/ James E. Stevenson, Jr.

ABS CAPITAL PARTNERS INC.
By:  

/s/ James E. Stevenson, Jr.

Name:   James E. Stevenson, Jr.
Title:   Director


CUSIP NO. 011642105    13 G   

 

Exhibit(s):

 

Exhibit 99.1:    Joint Filing Statement


CUSIP No. 011642105    13G    Exhibit 99.1

 

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Common Stock of Alarm.com Holdings, Inc.

Dated: February 16, 2016

 

ABS CAPITAL PARTNERS V TRUST
BY:   ABS Capital Partners, Inc., its Trustee
BY:   James E. Stevenson, Jr.
ITS:   Director
By:  

/s/ James E. Stevenson, Jr.

ABS CAPITAL PARTNERS INC.
By:  

/s/ James E. Stevenson, Jr.

Name:   James E. Stevenson, Jr.
Title:   Director