Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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, 2021
(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 Stephen Trundle | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) ¨ (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 1,678,382 |
| 6 | SHARED
VOTING POWER 259,687 | |
| 7 | SOLE DISPOSITIVE POWER
1,678,382 | |
| 8 | SHARED
DISPOSITIVE POWER 259,687 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,938,069 |
| 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 |
3.9% (2) |
| 12 | TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) |
IN |
| (1) | This Schedule 13G is filed by Stephen Trundle, The Stephen Trundle 2015 Gift Trust (the “Gift Trust”), Backbone Partners, LLC (“Backbone”) and Footings Advancement Trust (the “Advancement Trust”) (together, the “Reporting Persons”). Certain members of Mr. Trundle’s immediate family are beneficiaries of each of the Gift Trust and the Advancement Trust. In addition, Mr. Trundle has the sole power to vote and dispose of the shares held by each of Backbone and the Advancement Trust. Accordingly, the shares owned by each of the Gift Trust, Backbone and the Advancement Trust are included herein. However, Mr. Trundle disclaims beneficial ownership of the shares held by each of the Gift Trust and the Advancement Trust. |
| (2) | This percentage is calculated based on (i) 50,060,440 shares of the Issuer’s Common Stock reported to be outstanding as of October 28, 2021 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission on November 4, 2021, plus (ii) 119,333 options exercisable within 60 days of December 31, 2021. |
| CUSIP NO. 011642105 | 13 G |
| 1 | NAMES OF REPORTING PERSONS Stephen Trundle 2015 Gift Trust | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) ¨ (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 0 |
| 6 | SHARED
VOTING POWER 259,687 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED
DISPOSITIVE POWER 259,687 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 259,687 |
| 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 |
0.5% (2) |
| 12 | TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) |
OO |
| (1) | This Schedule 13G is filed by Stephen Trundle, The Stephen Trundle 2015 Gift Trust (the “Gift Trust”), Backbone Partners, LLC (“Backbone”) and Footings Advancement Trust (the “Advancement Trust”) (together, the “Reporting Persons”). Certain members of Mr. Trundle’s immediate family are beneficiaries of each of the Gift Trust and the Advancement Trust. In addition, Mr. Trundle has the sole power to vote and dispose of the shares held by each of Backbone and the Advancement Trust. Accordingly, the shares owned by each of the Gift Trust, Backbone and the Advancement Trust are included herein. However, Mr. Trundle disclaims beneficial ownership of the shares held by each of the Gift Trust and the Advancement Trust. |
| (2) | This percentage is calculated based on 50,060,440 shares of the Issuer’s Common Stock reported to be outstanding as of October 28, 2021 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission on November 4, 2021. |
| CUSIP NO. 011642105 | 13 G |
| 1 | NAMES OF REPORTING PERSONS Backbone Partners, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) ¨ (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 1,339,343 |
| 6 | SHARED
VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER
1,339,343 | |
| 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 1,339,343 |
| 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 |
2.7% (2) |
| 12 | TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) |
OO |
| (1) | This Schedule 13G is filed by Stephen Trundle, The Stephen Trundle 2015 Gift Trust (the “Gift Trust”), Backbone Partners, LLC (“Backbone”) and Footings Advancement Trust (the “Advancement Trust”) (together, the “Reporting Persons”). Certain members of Mr. Trundle’s immediate family are beneficiaries of each of the Gift Trust and the Advancement Trust. In addition, Mr. Trundle has the sole power to vote and dispose of the shares held by each of Backbone and the Advancement Trust. Accordingly, the shares owned by each of the Gift Trust, Backbone and the Advancement Trust are included herein. However, Mr. Trundle disclaims beneficial ownership of the shares held by each of the Gift Trust and the Advancement Trust. |
| (2) | This percentage is calculated based on 50,060,440 shares of the Issuer’s Common Stock reported to be outstanding as of October 28, 2021 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission on November 4, 2021. |
| CUSIP NO. 011642105 | 13 G |
| 1 | NAMES OF REPORTING PERSONS Footings Advancement Trust | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
(a) ¨ (b) ¨ (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 9,862 |
| 6 | SHARED
VOTING POWER 0 | |
| 7 | SOLE DISPOSITIVE POWER
9,862 | |
| 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 9,862 |
| 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 |
0.02% (2) |
| 12 | TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS) |
OO |
| (1) | This Schedule 13G is filed by Stephen Trundle, The Stephen Trundle 2015 Gift Trust (the “Gift Trust”), Backbone Partners, LLC (“Backbone”) and Footings Advancement Trust (the “Advancement Trust”) (together, the “Reporting Persons”). Certain members of Mr. Trundle’s immediate family are beneficiaries of each of the Gift Trust and the Advancement Trust. In addition, Mr. Trundle has the sole power to vote and dispose of the shares held by each of Backbone and the Advancement Trust. Accordingly, the shares owned by each of the Gift Trust, Backbone and the Advancement Trust are included herein. However, Mr. Trundle disclaims beneficial ownership of the shares held by each of the Gift Trust and the Advancement Trust. |
| (2) | This percentage is calculated based on 50,060,440 shares of the Issuer’s Common Stock reported to be outstanding as of October 28, 2021 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission on November 4, 2021. |
| 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, Suite 100
Tysons, VA 22102
| Items 2(a) | Name of Reporting Persons filing: |
Stephen Trundle
The Stephen Trundle 2015 Gift Trust (the “Gift Trust”)
Backbone Partners, LLC (“Backbone”)
Footings Advancement Trust (the “Advancement Trust”)
| Item 2(b) | Address or principal business office or, if none, residence: |
The address of the principal business office of Mr. Trundle and Backbone is c/o Alarm.com Holdings, Inc., 8281 Greensboro Drive, Suite 100, Tysons, VA 22102.
The address of the principal business office of the Gift Trust is 575 Madison Avenue, Suite 7D, New York, New York 10022.
The address of the principal business office of the Advancement Trust is 575 Madison Avenue, Suite 7D, New York, New York 10022.
| Item 2(c) | Citizenship: |
| Name | Citizenship or Place of Organization | |
| Stephen Trundle | United States of America | |
| Gift Trust | Virginia | |
| Backbone | Delaware | |
| Advancement Trust | Virginia |
| 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, 2021.
| CUSIP NO. 011642105 | 13 G |
| 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 |
| Stephen Trundle (1)(3)(4) | 329,177 | 1,678,382 | 259,687 | 1,678,382 | 259,687 | 1,938,069 | 3.9% |
|
Gift Trust (2)(3)(4) |
259,687 | 0 | 259,687 | 0 | 259,687 | 259,687 | 0.5% |
| Backbone (2)(3)(4) | 1,339,343 | 1,339,343 | 0 | 1,339,343 | 0 | 1,339,343 | 2.7% |
| Advancement Trust (2)(3)(4) | 9,862 | 9,862 | 0 | 9,862 | 0 | 9,862 | 0.02% |
| (1) | This percentage is calculated based on (i) 50,060,440 shares of the Issuer’s Common Stock reported to be outstanding as of October 28, 2021 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission on November 4, 2021, and (ii) 119,333 options exercisable within 60 days of December 31, 2021. |
| (2) | This percentage is calculated based on 50,060,440 shares of the Issuer’s Common Stock reported to be outstanding as of October 28, 2021 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, as filed with the Securities and Exchange Commission on November 4, 2021. |
| (3) | Mr. Trundle owns 209,844 shares of the Issuer’s Common Stock and options to purchase 119,333 shares of the Issuer’s Common Stock that are exercisable within 60 days of December 31, 2021. The Gift Trust owns 259,687 shares of the Issuer’s Common Stock, Backbone owns 1,339,343 shares of the Issuer’s Common Stock and the Advancement Trust owns 9,862 shares of the Issuer’s Common Stock. Mr. Trundle has the sole power to vote and dispose of the shares held by each of Backbone and the Advancement Trust. |
| (4) | In addition, because members of Mr. Trundle’s immediate family are beneficiaries of each of the Gift Trust and the Advancement Trust, the shares held by each of them are included herein. However, Mr. Trundle disclaims beneficial ownership of the shares held by each of the Gift Trust and the Advancement Trust. |
| 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 x.
| 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 11, 2022
| By: | /s/ Stephen Trundle | |
| Stephen Trundle |
STEPHEN TRUNDLE 2015 GIFT TRUST
| BY: | W. Scott Trundle III | |
| ITS: | Trustee | |
| By: | /s/ W. Scott Trundle III | |
| W. Scott Trundle III, Trustee |
BACKBONE PARTNERS, LLC
| BY: | Stephen Trundle | |
| ITS: | Sole Member | |
| By: | /s/ Stephen Trundle | |
| Stephen Trundle |
FOOTINGS ADVANCEMENT TRUST
| BY: | Miles Padgett | |
| ITS: | Trustee | |
| By: | /s/ Miles Padgett | |
| Miles Padgett, Trustee |
| CUSIP NO. 011642105 | 13 G |
Exhibit(s):
| Exhibit 99.1: | Joint Filing Statement |