ALLIANCEBERNSTEIN HOLDING L.P. — Director's Dealing 2017

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALLIANCEBERNSTEIN HOLDING L.P. (AB)
CIK: 0000825313
Period of Report: 2017-02-13

Reporting Person: Gingrich James A (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-13	units rep. assignments of beneficial owner. of lp interests	A	883653	$23.765	Acquired	1337685	Indirect

Footnotes

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

F2: As described in AB's Form 10-K for the year ended December 31, 2016 ("2016 10-K"), as filed February 14, 2017, on February 13, 2017 ("grant date"), the Compensation Committee ("Compensation Committee") of the Board of Directors of AllianceBernstein Corporation approved a grant to Mr. Gingrich of restricted AB Holding Units with a value of $21 million (based on the average closing price on the NYSE of an AB Holding Unit for the period covering the four trading days immediately preceding the grant date, the grant date and the five trading days immediately following the grant date), in lieu of cash bonus and long-term incentive compensation awards for 2017, 2018 and 2019 for which he otherwise would have been eligible; provided he will be eligible to receive at the end of each such year an additional cash bonus, to the extent approved by the Compensation Committee.

F3: Mr. Gingrich's restricted AB Holding Units will vest (after which they are no longer subject to forfeiture) ratably on each of December 1, 2017, 2018 and 2019, provided, with respect to each installment, Mr. Gingrich continues to be employed by our firm.

F4: For additional information relating to Mr. Gingrich's award, please refer to the letter agreement memorializing the award, which was filed as Exhibit 10.01 to the 2016 10-K.