Under the Securities Exchange Act of 1934
(Amendment No. 2)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 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 purposes 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).

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Introductory Statement

This Amendment No. 2 (this Amendment) amends the Schedule 13D initially filed by Lord Ashcroft (Ashcroft) on October 23, 2008 (the Original Filing) and amended by the Schedule 13 filed by Ashcroft on October 16, 2013 (the First Amended Filing) relating to shares of the Common Stock, $0.01 par value per share (the Common Stock), of ABM Industries Incorporated (the Issuer).  Information reported in the Original Filing, as amended by the First Amended Filing, remains in effect except to the extent that it is amended or superseded by information contained in this Amendment.  As described herein, the Reporting Person no longer has beneficial ownership of more than 5% of the Common Stock and accordingly this Amendment is the final amendment to the Original Filing and constitutes an “exit filing” for the Reporting Person.

Item 5.                          Interest in Securities of the Issuer

The disclosure in Item 5(a)-(b) of the First Amended Filing is hereby deleted and replaced with the following:

As of April 8, 2015, Ashcroft directly or indirectly beneficially owns 2,058,921 shares, or approximately 3.677%, of the Issuer’s Common Stock, and Ashcroft has sole voting power and sole dispositive power with respect to all of the shares directly or indirectly beneficially owned by him.  The percentage owned by Ashcroft is calculated based on 55,992,396 shares of the Issuer’s Common Stock outstanding as of February 25, 2015, as reported in the quarterly report on Form 10-Q for the fiscal quarter ended January 31, 2015.

The disclosure in Item 5(c) of the First Amended Filing is hereby deleted and replaced with the following:

The following chart sets forth Ashcroft’s sales of the Issuer’s Common Stock in the past sixty days:

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SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

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