Sec Form 4 Filing - ABS CAPITAL PARTNERS V LP @ Alarm.com Holdings, Inc. - 2015-12-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ABS CAPITAL PARTNERS V LP 2. Issuer Name and Ticker or Trading Symbol Alarm.com Holdings, Inc. [ ALRM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 400 EAST PRATT STREET, SUITE 910 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2015 (Street) BALTIMORE, MD21202-3116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/31/2015 J( 1 ) 12,884,619 D $ 0 0 D ( 2 ) Common Stock 12/31/2015 J( 1 ) 666,904 D $ 0 0 I By Limited Partnership ( 3 ) Common Stock 12/31/2015 J( 1 ) 786,123 D $ 0 0 I By Limited Partnership ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ABS CAPITAL PARTNERS V LP 400 EAST PRATT STREET, SUITE 910 BALTIMORE, MD21202-3116 X ABS Capital Partners V Offshore, LP 400 EAST PRATT STREET, SUITE 910 BALTIMORE, MD21202-3116 X ABS Capital Partners V-A L P 400 EAST PRATT STREET, SUITE 910 BALTIMORE, MD21202-3116 X ABS Partners V LLC 400 EAST PRATT STREET, SUITE 910 BALTIMORE, MD21202-3116 X ABS Partners V, L.P. 400 EAST PRATT STREET, SUITE 910 BALTIMORE, MD21202-3116 X Signatures /s/ James E. Stevenson Jr., Managing Director of ABS Capital Partners, Inc., Trustee of ABS Capital Partners V Trust, as liquidating trust of ABS Capital Partners V, L.P. 08/19/2016 Signature of Reporting Person Date /s/ James E. Stevenson Jr., Managing Director of ABS Capital Partners, Inc., Trustee of ABS Capital Partners V Trust, as liquidating trust of ABS Capital Partners V Offshore, L.P. 08/19/2016 Signature of Reporting Person Date /s/ James E. Stevenson Jr., Managing Director of ABS Capital Partners, Inc., Trustee of ABS Capital Partners V Trust, as liquidating trust of ABS Capital Partners V-A, L.P. 08/19/2016 Signature of Reporting Person Date /s/ James E. Stevenson Jr., Managing Director of ABS Capital Partners, Inc., Trustee of ABS Capital Partners V Trust, as liquidating trust of ABS Partners V, LLC. 08/19/2016 Signature of Reporting Person Date /s/ James E. Stevenson Jr., Managing Director of ABS Capital Partners, Inc., Trustee of ABS Capital Partners V Trust, as liquidating trust of ABS Partners V, L.P. 08/19/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 31, 2015, all remaining portfolio investments of ABS Capital Partners V, L.P. ("ABS Capital V"), ABS Capital Partners V Offshore, L.P. ("ABS Capital Offshore"), ABS Capital Partners V-A, L.P. ("ABS Capital V-A"), ABS Partners V, LLC (the "LLC") and ABS Partners V, L.P. ("ABS Partners V") (collectively, the "Funds") were transferred to ABS Capital Partners V Trust, a liquidating trust, for which ABS Capital Partners, Inc. serves as trustee, in connection with the dissolution and liquidation of the Funds. ( 2 )These shares were held directly by ABS Capital V. The LLC was the general partner of ABS Partners V, which was the general partner of ABS Capital V. Donald Hebb, Jr., Phillip Clough, John Stobo, Jr., Mark Anderson, Stephanie Carter, Ashoke Goswami, James Stevenson, Ralph Terkowitz, Timothy Weglicki and Laura Witt (collectively, the "ABS Managers") were the managing members of the LLC and, as such, shared voting and dispositive power over the shares held by ABC Capital V. None of the ABS Managers acting alone had voting or dispositive power over the shares held by ABS Capital V. ( 3 )These shares were held directly by ABS Capital V-A. The LLC was the general partner of ABS Partners V, which was the general partner of ABS Capital V-A. The ABS Managers were the managing members of the LLC and, as such, shared voting and dispositive power over the shares held by ABS Capital V-A. None of the ABS Managers acting alone had voting or dispositive power over the shares held by ABS Capital V-A. ( 4 )These shares were held directly by ABS Capital Offshore. The LLC was the general partner of ABS Partners V, which was the general partner of ABS Capital Offshore. The ABS Managers were the managing members of the LLC and, as such, shared voting and dispositive power over the shares held by ABS Capital Offshore. None of the ABS Managers acting alone had voting or dispositive power over the shares held by ABS Capital Offshore.

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