Ownership Submission
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 OF SECURITIES

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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
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)
C/O ABS CAPITAL PARTNERS,, 400 EAST PRATT STREET, SUITE 910
3. Date of Earliest Transaction (Month/Day/Year)
07/08/2015
(Street)

BALTIMORE, MD 21202
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 07/08/2015   S   471,794 (1) D $ 13.02 12,884,619 D (2)  
Common Stock 07/08/2015   S   24,420 (3) D $ 13.02 666,904 I By: Limited Partnership (4)
Common Stock 07/08/2015   S   28,786 (5) D $ 13.02 786,123 I By: Limited Partnership (6)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
C/O ABS CAPITAL PARTNERS,
400 EAST PRATT STREET, SUITE 910
BALTIMORE, MD 21202
    X    
ABS Capital Partners V Offshore, LP
C/O ABS CAPITAL PARTNERS
400 EAST PRATT STREET, SUITE 910
BALTIMORE, MD 21202
    X    
ABS Capital Partners V-A L P
C/O ABS CAPITAL PARTNERS,
400 EAST PRATT STREET, SUITE 910
BALTIMORE, MD 21202
    X    
ABS Partners V LLC
C/O ABS CAPITAL PARTNERS,
400 EAST PRATT STREET, SUITE 910
BALTIMORE, MD 21202
    X    
ABS Partners V, L.P.
C/O ABS CAPITAL PARTNERS,
400 EAST PRATT STREET, SUITE 910
BALTIMORE, MD 21202
    X    

Signatures

 ABS Capital Partners V, L.P., By:/s/ Jennifer Moyer, Attorney-in-Fact   07/09/2015
**Signature of Reporting Person Date

 ABS Capital Partners V Offshore, L.P., By:/s/Jennifer Moyer, Attorney-in-Fact   07/09/2015
**Signature of Reporting Person Date

 ABS Capital Partners V-A, L.P., By:/s/Jennifer Moyer, Attorney-in-Fact   07/09/2015
**Signature of Reporting Person Date

 ABS Partners V LLC, By:/s/Jennifer Moyer, Attorney-in-Fact   07/09/2015
**Signature of Reporting Person Date

 ABS Partners V, L.P., By:/s/Jennifer Moyer, Attorney-in-Fact   07/09/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These shares were sold by ABS Capital Partners V, L.P. ("ABS Capital V") (See Footnote (2) herein).
(2) These shares are held directly by ABS Capital V. ABS Partners V, LLC (the "LLC") is the general partner of ABS Partners V, L.P. ("ABS Partners V"), which is 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, a director of the Issuer, Timothy Weglicki and Laura Witt (collectively, the "ABS Managers") are the managing members of the LLC and, as such, share voting and dispositive power over the shares held by ABC Capital V. None of the ABS Managers acting alone have voting or dispositive power over the shares held by ABS Capital V.
(3) These shares were sold by ABS Capital Partners V-A, L.P. ("ABS Capital V-A") (See Footnote (4) herein).
(4) These shares are held directly by ABS Capital V-A. The LLC is the general partner of ABS Partners V, which is the general partner of ABS Capital V-A. The ABS Managers are the managing members of the LLC and, as such, share voting and dispositive power over the shares held by ABS Capital V-A. None of the ABS Managers acting alone have voting or dispositive power over the shares held by ABS Capital V-A.
(5) These shares were sold by ABS Capital Partners Offshore, L.P. ("ABS Capital Offshore") (See Footnote (6) herein).
(6) These shares are held directly by ABS Capital Offshore. The LLC is the general partner of ABS Partners V, which is the general partner of ABS Capital Offshore. The ABS Managers are the managing members of the LLC and, as such, share voting and dispositive power over the shares held by ABS Capital Offshore. None of the ABS Managers acting alone have voting or dispositive power over the shares held by ABS Capital Offshore.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.