ALLIANCEBERNSTEIN HOLDING L.P. — Director's Dealing 2012

Dec 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALLIANCEBERNSTEIN HOLDING L.P. (AB)
CIK: 0000825313
Period of Report: 2012-12-19

Reporting Person: Kraus Peter S (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-19	units rep. assignments of beneficial owner. of lp interests	F	273947	$16.86	Disposed	3266463	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Holding Units	1071180	Direct

Footnotes

F1: Units representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. ("Holding Units").

F2: The employment agreement between Reporting Person, AllianceBernstein Corporation, AllianceBernstein L.P. ("AllianceBernstein") and AllianceBernstein Holding L.P., dated as of December 19, 2008, and the extended employment agreement among these parties entered into on June 21, 2012 (which commences on January 2, 2014), each stipulates that applicable taxes in respect of each vesting of an installment of restricted Holding Units will be satisfied by AllianceBernstein retaining the portion of the restricted Holding Units in such installment having a fair market value (based on the closing price of a Holding Unit on the vesting date or the trading day immediately preceding the vesting date in the event the vesting date is not a trading day) equal to the tax withholding obligations on the installment of restricted Holding Units vesting on such date.

F3: Accordingly, AllianceBernstein withheld 273,947 Holding Units from Reporting Person's distribution based on the closing price of a Holding Unit on December 19, 2012.

F4: On December 19, 2012, 270,463 Holding Units previously owned by Reporting Person through a rabbi trust related to his restricted Holding Unit award were distributed to him.