0001144204-17-008804.txt : 20170214 0001144204-17-008804.hdr.sgml : 20170214 20170214160625 ACCESSION NUMBER: 0001144204-17-008804 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 GROUP MEMBERS: BACKBONE PARTNERS, LLC GROUP MEMBERS: STEPHEN TRUNDLE 2015 2 YEAR GRAT GROUP MEMBERS: STEPHEN TRUNDLE 2015 4 YEAR GRAT 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88906 FILM NUMBER: 17608647 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: Trundle Stephen CENTRAL INDEX KEY: 0001643898 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O ALARM.COM HOLDINGS, INC. STREET 2: 8150 LEESBURG PIKE CITY: VIENNA STATE: VA ZIP: 22182 SC 13G/A 1 v459313_sc13g-a.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)

 

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, 2016

(Date of Event Which Requires Filing of this Statement)

 

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

 

oRule 13d-1(b)

oRule 13d-1(c)

xRule 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. 01164210513 G 

 

1 NAMES OF REPORTING PERSONS
Stephen Trundle
2

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

(a) o (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5 SOLE VOTING POWER
3,238,774
  6 SHARED VOTING POWER
0
  7

SOLE DISPOSITIVE POWER

3,238,774

 

  8 SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,238,774

10

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

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.0% (2)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN

 

(1)This Schedule 13G is filed by Stephen Trundle, The Stephen Trundle 2015 2 Year GRAT (“2 Yr GRAT”), The Stephen Trundle 2015 4 Year GRAT, (“4 Yr GRAT”), and Backbone Partners, LLC (“Backbone”), (together, the “Reporting Persons”). Mr. Trundle serves as the sole trustee and primary beneficiary of the 2 Yr GRAT and the 4 Yr GRAT and has the sole power to vote and dispose of the shares held by Backbone. 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 (i) 45,974,317 shares of the Issuer’s Common Stock reported to be outstanding as of November 3, 2016 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, as filed with the Securities and Exchange Commission on November 14, 2016, and (ii) 480,638 options exercisable within 60 days of December 31, 2016.

 

 

CUSIP NO. 01164210513 G 

 

 

1 NAMES OF REPORTING PERSONS
Stephen Trundle 2015 2 Year GRAT
2

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

(a) o (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5 SOLE VOTING POWER
184,922
  6 SHARED VOTING POWER
0
  7

SOLE DISPOSITIVE POWER

 

184,922

 

  8 SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

184,922

10

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

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.4% (2)

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

 

(1)This Schedule 13G is filed by Stephen Trundle, The Stephen Trundle 2015 2 Year GRAT (“2 Yr GRAT”), The Stephen Trundle 2015 4 Year GRAT, (“4 Yr GRAT”), and Backbone Partners, LLC (“Backbone”), (together, the “Reporting Persons”). Mr. Trundle serves as the sole trustee and primary beneficiary of the 2 Yr GRAT and the 4 Yr GRAT and has the sole power to vote and dispose of the shares held by Backbone. 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 45,974,317 shares of the Issuer’s Common Stock reported to be outstanding as of November 3, 2016 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, as filed with the Securities and Exchange Commission on November 14, 2016.

 

 

CUSIP NO. 01164210513 G 

 

 

1 NAMES OF REPORTING PERSONS
Stephen Trundle 2015 4 Year GRAT
2

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

(a) o (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5 SOLE VOTING POWER
225,162
  6 SHARED VOTING POWER
0
  7

SOLE DISPOSITIVE POWER

225,162

 

  8 SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

225,162 

10

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

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.5% (2) 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO 

 

(1)This Schedule 13G is filed by Stephen Trundle, The Stephen Trundle 2015 2 Year GRAT (“2 Yr GRAT”), The Stephen Trundle 2015 4 Year GRAT, (“4 Yr GRAT”), and Backbone Partners, LLC (“Backbone”), (together, the “Reporting Persons”). Mr. Trundle serves as the sole trustee and primary beneficiary of the 2 Yr GRAT and the 4 Yr GRAT and has the sole power to vote and dispose of the shares held by Backbone. 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 45,974,317 shares of the Issuer’s Common Stock reported to be outstanding as of November 3, 2016 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, as filed with the Securities and Exchange Commission on November 14, 2016.

 

 

 

CUSIP NO. 01164210513 G 

 

1 NAMES OF REPORTING PERSONS
Backbone Partners, LLC
2

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

(a) o (b) x (1)

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5 SOLE VOTING POWER
2,141,235
  6 SHARED VOTING POWER
0
  7

SOLE DISPOSITIVE POWER

2,141,235

 

  8 SHARED DISPOSITIVE POWER
0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,141,235 

10

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

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.7% (2) 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO 

 

(1)This Schedule 13G is filed by Stephen Trundle, The Stephen Trundle 2015 2 Year GRAT (“2 Yr GRAT”), The Stephen Trundle 2015 4 Year GRAT, (“4 Yr GRAT”), and Backbone Partners, LLC (“Backbone”), (together, the “Reporting Persons”). Mr. Trundle serves as the sole trustee and primary beneficiary of the 2 Yr GRAT and the 4 Yr GRAT and has the sole power to vote and dispose of the shares held by Backbone. 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 45,974,317 shares of the Issuer’s Common Stock reported to be outstanding as of November 3, 2016 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, as filed with the Securities and Exchange Commission on November 14, 2016.

 

 

CUSIP NO. 01164210513 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:
   
  Stephen Trundle
  The Stephen Trundle 2015 2 Yr GRAT (“2 Yr GRAT”)
  The Stephen Trundle 2015 4 Yr GRAT (“4 Yr GRAT”)
  Backbone Partners, LLC (“Backbone”)
   
Item 2(b) Address or principal business office or, if none, residence:
   
  The address of the principal business office of Mr. Trundle, 2 Yr GRAT, 4 Yr GRAT and Backbone is c/o Alarm.com Holdings, Inc., 8281 Greensboro Drive, Suite 100, Tysons, VA 22102
   
Item 2(c) Citizenship:

 

  Name Citizenship or Place of Organization
  Stephen Trundle United States of America
  2 Yr GRAT Virginia
  4 Yr GRAT Virginia
  Backbone Delaware

 

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.

 

 

CUSIP NO. 01164210513 G 

 

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, 2016.

 

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)
Stephen Trundle (1)(3)(4) 686,169 3,238,774 0 3,238,774 0 3,238,774 7.0%
2 Yr GRAT (2)(3)(4) 184,922 184,922 0 184,922 0 184,922 0.4%
4 Yr GRAT (2)(3)(4) 225,162 225,162 0 225,162 0 225,162 0.5%
Backbone (2)(3)(4) 2,141,235 2,141,235 0 2,141,235 0 2,141,235 4.7%

 

(1)This percentage is calculated based on (i) 45,974,317 shares of the Issuer’s Common Stock reported to be outstanding as of November 3, 2016 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, as filed with the Securities and Exchange Commission on November 14, 2016, and (ii) 480,638 options exercisable within 60 days of December 31, 2016.

 

(2)This percentage is calculated based on 45,974,317 shares of the Issuer’s Common Stock reported to be outstanding as of November 3, 2016 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, as filed with the Securities and Exchange Commission on November 14, 2016.

 

(3)Mr. Trundle owns 206,817 shares of the Issuer’s Common Stock and options to purchase 480,638 shares of the Issuer’s Common Stock that are exercisable within 60 days of December 31, 2016. The 2 Yr GRAT owns 184,922 shares of the Issuer’s Common Stock, the 4 Yr GRAT owns 225,162 shares of the Issuer’s Common Stock and Backbone owns 2,141,235 shares of the Issuer’s Common Stock. Mr. Trundle serves as the sole trustee and primary beneficiary of the 2 Yr GRAT and the 4 Yr GRAT and has the sole power to vote and dispose of the shares held by Backbone.

 

(4)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. 01164210513 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 14, 2017  
     
By: /s/ Stephen Trundle  
  Stephen Trundle  
     
     
Stephen Trundle 2015 2 Yr GRAT  
     
BY: Stephen Trundle  
ITS: Sole Trustee  
     
By:   /s/ Stephen Trundle  
     
     
STEPHEN TRUNDLE 2015 4 YR GRAT  
     
BY: Stephen Trundle  
ITS: Sole Trustee  
     
     
By:   /s/ Stephen Trundle  
     
     
BACKBONE PARTNERS, LLC  
     
BY: Stephen Trundle  
ITS: Sole Member  
     
     
By:   /s/ Stephen Trundle  
     

 

 

 

CUSIP NO. 01164210513 G 

 

 

Exhibit(s):  
   
Exhibit 99.1: Joint Filing Statement

 

 

 

 

EX-99.1 2 v459313_ex99-1.htm EXHIBIT 99.1

 

  

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 14, 2017  
     
By: /s/ Stephen Trundle  
  Stephen Trundle  
     
     
Stephen Trundle 2015 2 Yr GRAT  
     
BY: Stephen Trundle  
ITS: Sole Trustee  
     
By:   /s/ Stephen Trundle  
     
     
STEPHEN TRUNDLE 2015 4 YR GRAT  
     
BY: Stephen Trundle  
ITS: Sole Trustee  
     
     
By:   /s/ Stephen Trundle  
     
     
BACKBONE PARTNERS, LLC  
     
BY: Stephen Trundle  
ITS: Sole Member  
     
     
By:   /s/ Stephen Trundle