SC 13G/A 1 tm216694d1_sc13ga.htm SC 13G/A

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

(Amendment No. 5)

 

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, 2020

(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
2,227,309
  6 SHARED VOTING POWER
279,687
  7

SOLE DISPOSITIVE POWER

 

2,227,309

  8 SHARED DISPOSITIVE POWER
279,687

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,506,996
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
 5.1% (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) 49,112,071 shares of the Issuer’s Common Stock reported to be outstanding as of October 29, 2020 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 5, 2020, and (ii) 228,333 options exercisable within 60 days of December 31, 2020.

 

 

 

 

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
279,687
  7

SOLE DISPOSITIVE POWER

 

0

  8 SHARED DISPOSITIVE POWER
279,687

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 279,687
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
 0.6% (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 49,112,071 shares of the Issuer’s Common Stock reported to be outstanding as of October 29, 2020 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 5, 2020.

 

 

 

 

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
1,741,373
  6 SHARED VOTING POWER
0
  7

SOLE DISPOSITIVE POWER

 

1,741,373

  8 SHARED DISPOSITIVE POWER
0

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,741,373
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
 3.5% (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 49,112,071 shares of the Issuer’s Common Stock reported to be outstanding as of October 29, 2020 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 5, 2020.

 

 

 

 

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 49,112,071 shares of the Issuer’s Common Stock reported to be outstanding as of October 29, 2020 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 5, 2020.

 

 

 

 

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 3If 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 4Ownership

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, 2020.

 

 

 

 

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)   476,074    2,227,309    279,687    2,227,309    279,687    2,506,996    5.1%
Gift Trust (2)(3)(4)   279,687    0    279,687    0    279,687    279,687    0.6%
Backbone (2)(3)(4)   1,741,373    1,741,373    0    1,741,373    0    1,741,373    3.5%
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) 49,112,071 shares of the Issuer’s Common Stock reported to be outstanding as of October 29, 2020 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 5, 2020, and (ii) 228,333 options exercisable within 60 days of December 31, 2020.

 

(2)This percentage is calculated based on 49,112,071 shares of the Issuer’s Common Stock reported to be outstanding as of October 29, 2020 by the Issuer in the Issuer’s most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 5, 2020.
   
(3)Mr. Trundle owns 247,741 shares of the Issuer’s Common Stock and options to purchase 228,333 shares of the Issuer’s Common Stock that are exercisable within 60 days of December 31, 2020. The Gift Trust owns 279,687 shares of the Issuer’s Common Stock, Backbone owns 1,741,373 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 5Ownership 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 ( ).

 

Item 6Ownership 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 7Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.

 

Item 8Identification and Classification of Members of the Group

Not applicable.

 

Item 9Notice of Dissolution of Group

Not applicable.

 

Item 10Certifications

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 16, 2021

 

     
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