| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ALLIANCEBERNSTEIN L.P. [ NONE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/01/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Units(1) | 10/01/2018 | J(2) | 43,032,758 | A | (2) | 170,121,745 | D(3)(4)(5)(6) | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Explanation of Responses: |
| 1. Units representing assignments of beneficial ownership of limited partnership interests ("AB Capital Units") in AllianceBernstein L.P. ("AllianceBernstein"). |
| 2. On October 1, 2018, AXA Financial, Inc. ("AXF") merged with and into its direct parent, AXA Equitable Holdings, Inc. ("Equitable Holdings"), with Equitable Holdings continuing as the surviving entity. As a result of the merger, Equitable Holdings acquired direct beneficial ownership of 43,032,758 AB Capital Units, which were previously directly beneficially owned by AXF. |
| 3. As of October 1, 2018, AXA indirectly owns approximately 71.9% of the outstanding common stock of Equitable Holdings, a holding company for a group of insurance and related financial services companies. Following its merger with AXF, Equitable Holdings is the sole member of AXA Equitable Financial Services, LLC, which wholly owns (i) AXA Equitable Life Insurance Company ("AXA Equitable") which in turn owns ACMC, LLC ("ACMC") and (ii) MONY Life Insurance Company of America ("MLOA"). Equitable Holdings also wholly owns AXA-IM Holding U.S. Inc. ("AXA-IM Holding"). |
| 4. As 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. |
| 5. Equitable Holdings beneficially owns directly 51,192,758 AB Capital Units and beneficially owns indirectly 74,406,933 AB Capital Units beneficially owned directly by ACMC, 2,587,472 AB Capital Units beneficially owned directly by MLOA and 41,934,582 AB Capital Units beneficially owned directly by AXA-IM Holding. |
| 6. In addition to the AB Capital Units reported in this Form 4, the Reporting Person and its affiliates beneficially own units of limited partnership interests ("Holding Units") in AllianceBernstein Holding L.P. ("Holding") as follows. As of October 1, 2018, Equitable Holdings beneficially owned directly 2,312,163 Holding Units, ACMC beneficially owned directly 1,444,356 Holding Units; and AllianceBernstein Corporation, a wholly-owned subsidiary of AXA Equitable, owned a 1% general partnership interest in AllianceBernstein and 100,000 units of general partnership interest in Holding. For more information on the Reporting Person and its affiliates' holdings of Holding Units, see their separate Form 4 filings with respect to Holding Units. |
| Remarks: |
| /s/ Anders Malmstrom, Senior Executive Vice President | 10/01/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
