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.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and
Amendments Thereto Filed Pursuant to § 240.13d-2(a)
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)
0001459200
(CUSIP Number)
Frederic D. Fenton
c/o Technology Crossover Ventures
250 Middlefield Road
Menlo Park, California 94025
Telephone: (650) 614-8200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 19, 2020
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons 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. 0001459200 | 13D | Page 1 of 19 Pages |
1 | NAMES OF REPORTING PERSONS:
TCV VII MANAGEMENT, L.L.C. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY:
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF, OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
DELAWARE |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
9,872 | ||||
8 | SHARED VOTING POWER:
-0- | |||||
9 | SOLE DISPOSITIVE POWER:
9,872 | |||||
10 | SHARED DISPOSITIVE POWER:
-0- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,872 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
* | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO (Delaware limited liability company) |
* | Less than 0.1% |
CUSIP No. 0001459200 | 13D | Page 2 of 19 Pages |
1 | NAMES OF REPORTING PERSONS:
TCV VII, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY:
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF, OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
CAYMAN ISLANDS |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
-0- | ||||
8 | SHARED VOTING POWER:
-0- | |||||
9 | SOLE DISPOSITIVE POWER:
-0- | |||||
10 | SHARED DISPOSITIVE POWER:
-0- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
-0- | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN |
CUSIP No. 0001459200 | 13D | Page 3 of 19 Pages |
1 | NAMES OF REPORTING PERSONS:
TCV VII (A), L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY:
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF, OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
CAYMAN ISLANDS |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
-0- | ||||
8 | SHARED VOTING POWER:
-0- | |||||
9 | SOLE DISPOSITIVE POWER:
-0- | |||||
10 | SHARED DISPOSITIVE POWER:
-0- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
-0- | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN |
CUSIP No. 0001459200 | 13D | Page 4 of 19 Pages |
1 | NAMES OF REPORTING PERSONS:
TCV MEMBER FUND, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY:
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF, OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
CAYMAN ISLANDS |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
-0- | ||||
8 | SHARED VOTING POWER:
-0- | |||||
9 | SOLE DISPOSITIVE POWER:
-0- | |||||
10 | SHARED DISPOSITIVE POWER:
-0- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
-0- | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN |
CUSIP No. 0001459200 | 13D | Page 5 of 19 Pages |
1 | NAMES OF REPORTING PERSONS:
TECHNOLOGY CROSSOVER MANAGEMENT VII, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY:
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF, OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
CAYMAN ISLANDS |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
-0- | ||||
8 | SHARED VOTING POWER:
-0- | |||||
9 | SOLE DISPOSITIVE POWER:
-0- | |||||
10 | SHARED DISPOSITIVE POWER:
-0- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
-0- | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
PN |
CUSIP No. 0001459200 | 13D | Page 6 of 19 Pages |
1 | NAMES OF REPORTING PERSONS:
TECHNOLOGY CROSSOVER MANAGEMENT VII, LTD. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY:
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF, OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
CAYMAN ISLANDS |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
-0- | ||||
8 | SHARED VOTING POWER:
-0- | |||||
9 | SOLE DISPOSITIVE POWER:
-0- | |||||
10 | SHARED DISPOSITIVE POWER:
-0- |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
-0- | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO |
CUSIP No. 0001459200 | 13D | Page 7 of 19 Pages |
1 | NAMES OF REPORTING PERSONS:
JAY C. HOAG | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY:
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF, OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES CITIZEN |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
537,298 | ||||
8 | SHARED VOTING POWER:
9,872 | |||||
9 | SOLE DISPOSITIVE POWER:
537,298 | |||||
10 | SHARED DISPOSITIVE POWER
9,872 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
547,170 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
1.1% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN |
CUSIP No. 0001459200 | 13D | Page 8 of 19 Pages |
1 | NAMES OF REPORTING PERSONS:
RICHARD H. KIMBALL | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY:
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF, OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES CITIZEN |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
371,292 | ||||
8 | SHARED VOTING POWER:
9,872 | |||||
9 | SOLE DISPOSITIVE POWER:
371,292 | |||||
10 | SHARED DISPOSITIVE POWER:
9,872 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
381,164 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.8% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN |
CUSIP No. 0001459200 | 13D | Page 9 of 19 Pages |
1 | NAMES OF REPORTING PERSONS:
JOHN L. DREW | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY:
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF, OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES CITIZEN |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
26,195 | ||||
8 | SHARED VOTING POWER:
9,872 | |||||
9 | SOLE DISPOSITIVE POWER:
26,195 | |||||
10 | SHARED DISPOSITIVE POWER:
9,872 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
36,067 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.1% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN |
CUSIP No. 0001459200 | 13D | Page 10 of 19 Pages |
1 | NAMES OF REPORTING PERSONS:
JON Q. REYNOLDS, JR. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY:
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF, OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☒ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES CITIZEN |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
129,299 | ||||
8 | SHARED VOTING POWER:
9,872 | |||||
9 | SOLE DISPOSITIVE POWER:
129,299 | |||||
10 | SHARED DISPOSITIVE POWER:
9,872 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
139,171 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.3% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN |
CUSIP No. 0001459200 | 13D | Page 11 of 19 Pages |
1 | NAMES OF REPORTING PERSONS:
DAVID L. YUAN | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY:
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF, OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES CITIZEN |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
0 | ||||
8 | SHARED VOTING POWER:
0 | |||||
9 | SOLE DISPOSITIVE POWER:
0 | |||||
10 | SHARED DISPOSITIVE POWER:
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
0 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN |
CUSIP No. 0001459200 | 13D | Page 12 of 19 Pages |
1 | NAMES OF REPORTING PERSONS:
ROBERT W. TRUDEAU | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY:
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF, OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES CITIZEN |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
0 | ||||
8 | SHARED VOTING POWER:
9,872 | |||||
9 | SOLE DISPOSITIVE POWER:
0 | |||||
10 | SHARED DISPOSITIVE POWER:
9,872 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,872 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
* | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN |
* | Less than 0.1% |
CUSIP No. 0001459200 | 13D | Page 13 of 19 Pages |
1 | NAMES OF REPORTING PERSONS:
CHRISTOPHER P. MARSHALL | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY:
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF, OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES CITIZEN |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
36,487 | ||||
8 | SHARED VOTING POWER:
9,872 | |||||
9 | SOLE DISPOSITIVE POWER:
36,487 | |||||
10 | SHARED DISPOSITIVE POWER:
9,872 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
46,359 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.1% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN |
CUSIP No. 0001459200 | 13D | Page 14 of 19 Pages |
1 | NAMES OF REPORTING PERSONS:
TIMOTHY P. McADAM | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY:
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS):
AF, OO | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION:
UNITED STATES CITIZEN |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER:
100,359 | ||||
8 | SHARED VOTING POWER:
9,872 | |||||
9 | SOLE DISPOSITIVE POWER:
100,359 | |||||
10 | SHARED DISPOSITIVE POWER:
9,872 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
110,231 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
0.2% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN |
CUSIP No. 0001459200 | 13D | Page 15 of 19 Pages |
Explanatory Note
This Amendment No. 6 to Schedule 13D (Amendment No. 6) amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on July 2, 2015 (as amended to date, the Statement), relating to the common stock, par value $0.01 per share (the Common Stock), of Alarm.com Holdings, Inc., (the Issuer). Capitalized terms used herein without definition shall have the meaning set forth in the Statement.
ITEM 4. | PURPOSE OF TRANSACTION. |
Item 4 of the Statement is hereby amended and supplemented by adding the following:
On May 19, 2020, TCV VII (A), L.P., TCV VII, L.P. and TCV Member Fund, L.P. (the Selling Stockholders) agreed to sell 1,907,898, 3,673,816 and 34,737 shares of Common Stock, respectively, at a price of $47.05 per share (the Offering) to Morgan Stanley & Co. LLC (the Underwriter) pursuant to the terms and conditions of the underwriting agreement (the Underwriting Agreement) entered into between the Issuer, the Selling Stockholders and the Underwriter. The sale was consummated on May 22, 2020.
Pursuant to the Underwriting Agreement, the Selling Stockholders agreed that, subject to specified exceptions, without the prior written consent of the Underwriter, they will not, during the period ending 30 days after the date of the final prospectus with respect to the Offering: (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Issuer, or any options or warrants to purchase any shares of Common Stock of the Issuer, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Issuer; (ii) make any demand for, or exercise any right with respect to, the registration of the Selling Stockholders Common Stock of the Issuer; or (iii) publicly disclose the intention to do any of the foregoing.
The foregoing descriptions of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 2 hereto and which is incorporated herein by reference.
CUSIP No. 0001459200 | 13D | Page 16 of 19 Pages |
ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
Item 5 of the Statement is hereby amended and restated in its entirety as follows:
(a) (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 48,740,865 shares of Common Stock outstanding as of April 28, 2020.
Reporting Person |
Amount beneficially owned |
Percent of class |
Sole power to vote or to direct the vote |
Shared power to vote or to direct the vote |
Sole power to dispose or to direct the disposition |
Shared power to dispose or to direct the disposition |
||||||||||||||||||
TCV VII Management |
9,872 | * | 9,872 | 0 | 9,872 | 0 | ||||||||||||||||||
TCV VII |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
TCV VII(A) |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Member Fund |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Management VII |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
TCM VII |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Mr. Hoag |
547,170 | 1.1 | % | 537,298 | 9,872 | 537,298 | 9,872 | |||||||||||||||||
Mr. Kimball |
381,164 | 0.8 | % | 371,292 | 9,872 | 371,292 | 9,872 | |||||||||||||||||
Mr. Drew |
36,067 | 0.1 | % | 26,195 | 9,872 | 26,195 | 9,872 | |||||||||||||||||
Mr. Reynolds |
139,171 | 0.3 | % | 129,299 | 9,872 | 129,299 | 9,872 | |||||||||||||||||
Mr. Yuan |
0 | 0 | % | 0 | 0 | 0 | 0 | |||||||||||||||||
Mr. Trudeau |
9,872 | * | 0 | 9,872 | 0 | 9,872 | ||||||||||||||||||
Mr. Marshall |
46,359 | 0.1 | % | 36,487 | 9,872 | 36,487 | 9,872 | |||||||||||||||||
Mr. McAdam |
110,231 | 0.2 | % | 100,359 | 9,872 | 100,359 | 9,872 |
* | Less than 0.1% |
TCV VII Management is the record holder of 9,872 shares of Common Stock. The 9,872 shares of Common Stock held by TCV VII Management includes 2,711 shares of restricted stock, which vest on June 2, 2020.
In addition, the Hoag Trust and Hamilton Investments are each the record holder of 268,649 shares of Common Stock. Mr. Hoag is a trustee of the Hoag Trust and may be deemed to have the sole power to dispose or direct the dispositions of the shares held by the Hoag Trust. Mr. Hoag is the general partner of Hamilton Investments and may be deemed to have the sole power to dispose or direct the dispositions of the shares held by Hamilton Investments.
Ten 271 Partners B is the record holder of 26,195 shares of Common Stock. Mr. Drew is a General Partner of Ten 271 Partners B and may be deemed to have the sole power to dispose or direct the dispositions of the shares held by Ten 271 Partners B.
Goose Rocks is the record holder of 371,292 shares of Common Stock. Mr. Kimball is the general partner of Goose Rocks and may be deemed to have the sole power to dispose or direct the dispositions of the shares held by Goose Rocks.
The Reynolds Trust is the record holder of 129,299 shares of Common Stock. Mr. Reynolds is a trustee of the Reynolds Trust and may be deemed to have the sole power to dispose or direct the dispositions of the shares held by the Reynolds Trust.
CUSIP No. 0001459200 | 13D | Page 17 of 19 Pages |
The Marshall Trust and Marshall Partners are the record holders of 35,223 and 1,264 shares of Common Stock, respectively. Mr. Marshall is a trustee of the Marshall Trust and may be deemed to have the sole power to dispose or direct the dispositions of the shares held by the Marshall Trust. Mr. Marshall is the general partner of Marshall Partners and may be deemed to have the sole power to dispose or direct the dispositions of the shares held by Marshall Partners.
Mr. McAdam has the sole power to dispose or direct the disposition of, and to vote or direct the voting of 100,359 shares of Common Stock which he holds directly. Mr. McAdam holds 9,872 shares of Common Stock for the benefit of TCV VII Management, which includes 2,711 shares of restricted stock, which vest on June 2, 2020. TCV VII Management and Messrs. Hoag, Kimball, Reynolds, Drew, Trudeau and Marshall, who are members of TCV VII Management, may be deemed to have the shared power to dispose or direct the disposition of the 9,872 shares of Common Stock held by Mr. McAdam for the benefit of TCV VII Management. Each of Mr. McAdam, TCV VII Management and Messrs. Hoag, Kimball, Reynolds, Drew, Trudeau and Marshall disclaims beneficial ownership of such shares of Common Stock. The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Issuer but do not affirm the existence of any such group.
Except as set forth in this Item 5(a) (b), each of the Reporting Persons disclaims beneficial ownership of any Common Stock owned beneficially or of record by any other Reporting Person.
(c) Except as reported in Item 4, above, during the past 60 days none of the Reporting Persons or Related Persons has effected any transactions in the Common Stock.
(d) Except as set forth herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Common Stock beneficially owned by the Reporting Persons.
(e) As of May 22, 2020, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer.
ITEM 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Item 6 of the Statement is amended and supplemented as follows:
Item 4 above summarizes certain provisions of the Underwriting Agreement and is incorporated herein by reference. A copy of the Underwriting Agreement is attached as Exhibit 2 hereto, and is incorporated herein by reference.
Except as set forth herein, none of the Reporting Persons or Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
ITEM 7. | MATERIALS TO BE FILED AS EXHIBITS |
Exhibit |
Description | |
2 | Underwriting Agreement, dated as of May 19, 2020, by and among Alarm.com Holdings, Inc., Morgan Stanley & Co. LLC, TCV VII (A), L.P., TCV VII, L.P. and TCV Member Fund, L.P. (incorporated by reference to Exhibit 1.1 to the Issuers Current Report on Form 8-K filed on May 21, 2020). |
CUSIP No. 0001459200 | 13D | Page 18 of 19 Pages |
SIGNATURE
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 22, 2020
TCV VII MANAGEMENT, L.L.C. | ||||
By: | /s/ Frederic D. Fenton | |||
Name: | Frederic D. Fenton | |||
Its: | Authorized Signatory |
TCV VII, L.P. | ||||
By: | /s/ Frederic D. Fenton | |||
Name: | Frederic D. Fenton | |||
Its: | Authorized Signatory |
TCV VII (A), L.P. | ||||
By: | /s/ Frederic D. Fenton | |||
Name: | Frederic D. Fenton | |||
Its: | Authorized Signatory |
TCV MEMBER FUND, L.P. | ||||
By: | /s/ Frederic D. Fenton | |||
Name: | Frederic D. Fenton | |||
Its: | Authorized Signatory |
TECHNOLOGY CROSSOVER MANAGEMENT VII, L.P. |
By: | /s/ Frederic D. Fenton | |||
Name: | Frederic D. Fenton | |||
Its: | Authorized Signatory |
TECHNOLOGY CROSSOVER MANAGEMENT VII, LTD. |
By: | /s/ Frederic D. Fenton | |||
Name: | Frederic D. Fenton | |||
Its: | Authorized Signatory |
JAY C. HOAG | ||||
By: | /s/ Frederic D. Fenton | |||
Name: | Frederic D. Fenton | |||
Its: | Authorized Signatory |
RICHARD H. KIMBALL | ||||
By: | /s/ Frederic D. Fenton | |||
Name: | Frederic D. Fenton | |||
Its: | Authorized Signatory |
CUSIP No. 0001459200 | 13D | Page 19 of 19 Pages |
JOHN L. DREW | ||||
By: | /s/ Frederic D. Fenton | |||
Name: | Frederic D. Fenton | |||
Its: | Authorized Signatory |
JON Q. REYNOLDS, JR. | ||||
By: | /s/ Frederic D. Fenton | |||
Name: | Frederic D. Fenton | |||
Its: | Authorized Signatory |
DAVID L. YUAN | ||||
By: | /s/ Frederic D. Fenton | |||
Name: | Frederic D. Fenton | |||
Its: | Authorized Signatory |
ROBERT W. TRUDEAU | ||||
By: | /s/ Frederic D. Fenton | |||
Name: | Frederic D. Fenton | |||
Its: | Authorized Signatory |
CHRISTOPHER P. MARSHALL | ||||
By: | /s/ Frederic D. Fenton | |||
Name: | Frederic D. Fenton | |||
Its: | Authorized Signatory |
TIMOTHY P. McADAM | ||||
By: | /s/ Frederic D. Fenton | |||
Name: | Frederic D. Fenton | |||
Its: | Authorized Signatory |