UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

SCHEDULE 13D

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

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 Communication)

August 17, 2016

(Date of Event which Requires Filing of this Statement)

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CUSIP NO.

011642105

SCHEDULE 13D

 

 

1	NAMES OF REPORTING PERSONS
		ABS Capital Partners, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP					(a)   ☐
						(b)   ☐ (1)
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
		OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
					11,337,646
			9	SOLE DISPOSITIVE POWER
					-0-
			10	SHARED DISPOSITIVE POWER
					11,337,646
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		11,337,646
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)					☐
13	PERCENT OF CLASS REPRESENTED IN ROW (11)
		24.8% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		CO

 

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The Reporting Persons (as defined below) 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.  This Schedule 13D is being filed to update the information set forth in the previously-filed Schedule 13G.

This statement on Schedule 13D relates to 11,337,646 shares of Common Stock, par value $0.01 per share (the "Shares"), of Alarm.com Holdings, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 8281 Greensboro Drive, Suite 100, Tysons, Virginia 22102.

 

(a)  The names of the persons filing this Schedule 13D are ABS Capital Partners V Trust, a Delaware trust ("ABS Trust"), and ABS Capital Partners, Inc., a Maryland corporation ("Trustee", and together with ABS Trust, the "Reporting Persons"). Identifying information for each of the executive officers, directors and control persons of Trustee (collectively, the "Associated Persons") is set forth on Appendix I hereto, which is incorporated by reference into this Schedule 13D.

(b)  The business address of each of the Reporting Persons and each of the Associated Persons is c/o ABS Capital Partners, 400 East Pratt Street, Suite 910, Baltimore, Maryland 21202-3116.

(c)  The principal business of ABS Trust is a grantor trust established by ABS Capital Partners V, L.P., ABS Capital Partners V Offshore, L.P., ABS Capital Partners V-A, L.P., ABS Partners V, LLC and ABS Partners V, L.P. (collectively, the "Funds") to liquidate the Funds' assets.  The principal business of Trustee is to manage growth equity funds. The present principal occupation or employment of each of the Associated Persons is set forth on Appendix I.

(f)  ABS Trust is organized under the laws of the State of Delaware.  Trustee is organized under the laws of the State of Maryland. The citizenship of each of the Associated Persons is set forth on Appendix I.

 

ABS Trust acquired, for no consideration, all existing portfolio investments of the Funds, including the Shares, on December 31, 2015 in connection with the liquidation of the Funds. The Shares are directly owned by ABS Trust. In its capacity as trustee of ABS Trust, Trustee may be deemed to be the beneficial owner of the Shares directly owned by ABS Trust. As described in Item 5(c), on August 17, 2016, ABS Trust distributed 3,000,000 shares of the Issuer's Common Stock on a pro rata basis, for no consideration, to ABS Trust's beneficiaries, including the Associated Persons.

 

(a)-(j)  The Shares were originally acquired in connection with the liquidation of the Funds.  ABS Trust did not acquire and the Shares are not held for the purpose or with the effect of changing or influencing the control of the Issuer.

ABS Trust was formed in connection with the liquidation and dissolution of the Funds, and as such, has the ultimate purpose of disposing of the Funds' former assets, including the Shares. These dispositions may be accomplished through future distributions of the Trust's assets to its beneficiaries, sales of the Trust's assets in private or public transactions, or otherwise.  However, ABS Trust and Trustee currently have no specific plans or proposals that would lead to the disposition of securities of the Issuer.

Other than as set forth above, none of the Reporting Persons or the Associated Persons have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. To the extent deemed advisable in light of their general investment policies, or other factors, any of the Reporting Persons or Associated Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Shares, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that the Reporting Persons will take any of these actions.

 

 

 

 

	Name	Role	Principal Occupation / Employment	Citizenship
	Donald B. Hebb, Jr.	Executive Officer	President of Trustee	United States of America
	Phillip A. Clough	Executive Officer	Vice President of Trustee	United States of America
	John D. Stobo, Jr.	Executive Officer	Secretary of Trustee	United States of America