SEC Form 4 · accession 0001209191-19-000999
ALLIANCEBERNSTEIN L.P.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
AXA EQUITABLE FINANCIAL SERVICES LLC
10% Owner
Period of report
Dec 31, 2018
Accepted (ET)
Jan 3, 2019 · 4:35 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001109448
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Units of Limited Partnership InterestF2,F3,F4,F5,F6 | Dec 31, 2018 | J | 74,406,933 | — | D | 2,587,472 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On December 31, 2018, ACMC, LLC ("ACMC") distributed 1,444,356 units representing assignments of beneficial ownership of limited partnership interests of AllianceBernstein Holding L.P. ("Holding Units") and 74,406,933 units of limited partnership interests of AllianceBernstein L.P. ("AB Capital Units") to its sole member, AXA Equitable Life Insurance Company ("AXA Equitable"). Upon receipt of the 1,444,356 Holding Units and 74,406,933 AB Capital Units, AXA Equitable immediately contributed the 1,444,356 Holding Units and 74,406,933 AB Capital Units to its wholly owned subsidiary, Alpha Units Holdings, Inc. AXA Equitable distributed the shares of Alpha Units Holdings, Inc. to its direct parent company, AXA Equitable Financial Services, LLC. Upon receipt of the shares of Alpha Units Holdings, Inc., AXA Equitable Financial Services, LLC immediately distributed the shares of Alpha Units Holdings, Inc. to its sole member, AXA Equitable Holdings, Inc.
- F2Not applicable.
- F3AXA S.A. ("AXA") indirectly owns approximately 59.2% of the outstanding common stock of AXA Equitable Holdings, Inc. ("EQH") a holding company for a group of insurance and related financial services companies. EQH is the sole member of AXA Equitable Financial Services, LLC, which wholly owns (i) AXA Equitable, which in turn owns ACMC and (ii) MONY Life Insurance Company of America ("MLOA"). EQH also wholly owns AXA-IM Holding U.S. Inc. ("AXA-IM Holding").
- F4As of December 31, 2017, AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle (collectively, "Mutuelles AXA"), directly beneficially owned approximately 14.13% of the issued ordinary shares (representing approximately 23.97% of the voting power) of AXA. The Mutuelles AXA and AXA expressly declare that the filing of this Form 4 shall not be construed as an admission that either of them is, for purposes of Section 16 of the Securities Exchange Act of 1934, the beneficial owner of any securities covered by this Form 4.
- F5In addition to the AB Capital Units reported in this Form 4, affiliates of the Reporting Person beneficially own additional AB Capital Units and Holding Units as follows. As of the close of business on December 31, 2018, EQH beneficially owned directly 2,566,838 Holding Units and 51,192,758 AB Capital Units; AXA-IM Holding beneficially owned directly 41,934,582 AB Capital Units; MLOA beneficially owned directly 2,587,472 AB Capital Units; Alpha Units Holdings, Inc. beneficially owned directly 1,444,356 Holdings Units and 74,406,933 AB Capital Units; and AllianceBernstein Corporation, a wholly owned subsidiary of Alpha Units Holdings, Inc., owned a 1% general partnership interest in AllianceBernstein L.P. and 100,000 units of general partnership interest in AllianceBernstein Holding L.P.
- F6The AB Capital Units are highly illiquid, and the ability of a holder of AB Capital Units to exchange them in the future for Holding Units if it so desires is substantially limited. In general, transfers of AB Capital Units will be allowed only with the written consent of both AXA Equitable and the general partner of AllianceBernstein. AXA Equitable and the general partner of AllianceBernstein have stated that they intend to refuse to consent to any transfer that is not described in the safe harbors set forth in the United States Treasury regulations.