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

Jun 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALLIANCEBERNSTEIN HOLDING L.P. (AB)
CIK: 0000825313
Period of Report: 2012-06-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-21	Units rep. assignments of beneficial owner. of lp interests	A	2722052	$12.17	Acquired	3810873	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
AB Holding Units	800717	Direct

Footnotes

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

F2: On June 21, 2012, Reporting Person, AllianceBernstein Corporation (the "Corporation"), AllianceBernstein L.P. ("AllianceBernstein") and AllianceBernstein Holding L.P. ("AB Holding") entered into an agreement (the "Extended Employment Agreement") pursuant to which Reporting Person will continue to serve as Chairman of the Board of the Corporation and Chief Executive Officer of the Corporation, AllianceBernstein and AB Holding from January 2, 2014, the end of the term of his existing employment agreement, until January 2, 2019 (the "Employment Term"), unless the Extended Employment Agreement is terminated in accordance with its terms.

In connection with the signing of the Extended Employment Agreement on June 21, 2012, Reporting Person was granted 2,722,052 restricted AB Holding Units. Subject to accelerated vesting clauses in the Extended Employment Agreement (e.g., immediate vesting upon AXA ceasing to control the management of AllianceBernstein's business or AB Holding ceasing to be publicly traded and certain qualifying terminations of employment), Reporting Person's restricted AB Holding Units will vest ratably on each of the first five anniversaries of December 19, 2013, commencing December 19, 2014, provided, with respect to each installment, Reporting Person continues to be employed by AllianceBernstein on the vesting date. Delivery of all of the restricted AB Holding Units will be delayed until after the final vesting date on December 19, 2018, subject to acceleration upon termination of employment. Reporting Person will be paid the cash distributions payable with respect to his unvested and vested restricted AB Holding Units until they are delivered or forfeited. These cash distributions will be paid at the time distributions are made to AB Holding Unitholders generally.