Sec Form 4 Filing - Trundle Stephen @ Alarm.com Holdings, Inc. - 2015-07-01

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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
Trundle Stephen
2. Issuer Name and Ticker or Trading Symbol
Alarm.com Holdings, Inc. [ ALRM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O ALARM.COM HOLDINGS, INC., 8150 LEESBURG PIKE
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2015
(Street)
VIENNA, VA22182
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 07/01/2015 C 1,566,594 A 2,193,495 I See Footnote ( 2 )
Common Stock 07/01/2015 C 574,641 A 2,768,136 I See Footnote ( 2 )
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
Series A Preferred Stock ( 1 ) 07/01/2015 C 174,066 ( 1 ) ( 1 ) Common Stock 1,566,594 ( 1 ) 0 I See Footnote ( 4 )
Series B-1 Preferred Stock ( 3 ) 07/01/2015 C 63,849 ( 3 ) ( 3 ) Common Stock 574,641 ( 3 ) 0 I See Footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Trundle Stephen
C/O ALARM.COM HOLDINGS, INC.
8150 LEESBURG PIKE
VIENNA, VA22182
X President and CEO
Signatures
/s/Jennifer Moyer, Attorney-in-Fact 07/02/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of the Series A Preferred Stock automatically converted into 9 shares of common stock upon the closing of the issuer's initial public offering. The Series A Preferred Stock has no expiration date.
( 2 )Includes (i) 126,901 shares which are owned directly by the Reporting Person; (ii) 250,000 shares which are owned by the Stephen Trundle 2015 2 Year GRAT (the "2 year GRAT"); and (iii) 250,000 shares are owned by the Stephen Trundle 2015 4 Year GRAT (the "4 year GRAT"). The Reporting Person is the sole trustee and primary beneficiary of each of the 2 year GRAT and the 4 year GRAT. The remainder of the shares are owned Backbone Partners, LLC ("Backbone"). The Reporting Person has the sole power to vote and dispose of the shares held by Backbone. The Reporting Person disclaims beneficial ownership of those shares owned by Backbone except to the extent of his pecuniary interest therein.
( 3 )Each share of the Series B-1 Preferred Stock automatically converted into 9 shares of common stock upon the closing of the issuer's initial public offering. The Series B-1 Preferred Stock has no expiration date.
( 4 )These shares were owned by Backbone. The Reporting Person has the sole power to vote and dispose of the shares held by Backbone. The Reporting Person disclaims beneficial ownership of those shares owned by Backbone except to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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