Equitable Holdings, Inc. — Director's Dealing 2008

Dec 19, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALLIANCEBERNSTEIN L.P. (NONE)
CIK: 0001109448
Period of Report: 2008-12-17

Reporting Person: CASTRIES HENRI DE (10% Owner, Filed by mult. reporting pers.)
Reporting Person: DUVERNE DENIS (10% Owner, Filed by mult. reporting pers.)
Reporting Person: MONY LIFE INSURANCE CO (10% Owner, Filed by mult. reporting pers.)
Reporting Person: MONY LIFE INSURANCE CO OF AMERICA (10% Owner, Filed by mult. reporting pers.)
Reporting Person: OUDINOT PARTICIPATIONS (10% Owner, Filed by mult. reporting pers.)
Reporting Person: AXA AMERICA HOLDINGS, INC. (10% Owner, Filed by mult. reporting pers.)
Reporting Person: CONDRON CHRISTOPHER M (10% Owner, Filed by mult. reporting pers.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-17	Units of Limited Partnership Interest	J	40861854	—	Disposed	0	Indirect
2008-12-17	Units of Limited Partnership Interest	J	40861854	—	Acquired	40861854	Indirect
2008-12-17	Units of Limited Partnership Interest	J	40861854	—	Disposed	0	Indirect
2008-12-17	Units of Limited Partnership Interest	J	40861854	—	Acquired	40861854	Indirect
2008-12-17	Units of Limited Partnership Interest	J	40880637	—	Disposed	0	Indirect
2008-12-17	Units of Limited Partnership Interest	J	40880637	—	Acquired	40880637	Indirect
2008-12-17	Units of Limited Partnership Interest	J	40880637	—	Disposed	0	Indirect
2008-12-17	Units of Limited Partnership Interest	J	40880637	—	Acquired	40880637	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Units of Limited Partnership Interest	66220822	Indirect
Units of Limited Partnership Interest	4389192	Direct
Units of Limited Partnership Interest	1225000	Direct

Footnotes

F1: On December 17, 2008, these units of limited partnership interest ("AB Units") in AllianceBernstein L.P. ("AllianceBernstein") were contributed by AXA Financial, Inc. ("AXF") to AXA Equitable Financial Services, LLC f/k/a AXA Financial Services, LLC ("AXFS"), a wholly-owned subsidiary of AXF. Upon receipt of these AB Units, AXFS immediately contributed these AB Units to AXA Financial (Bermuda) Ltd., a wholly-owned subsidiary of AXFS.

F2: Not applicable.

F3: These AB Units directly owned by AXF.

F4: AXA indirectly owns all of the common stock (the "Common Stock") of AXF, which is the direct and indirect beneficial owner of the securities covered by this Form 4. As of December 31, 2007, AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle (collectively, the "Mutuelles AXA"), directly and indirectly owned approximately 14.48% of the issued ordinary shares (representing approximately 20.84% 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 any of them is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Form 4.

F5: AXA has deposited its shares of Common Stock into a voting trust. AXA will remain the indirect beneficial owner of such Common Stock, but during the term of the voting trust, the AXA Voting Trustees will exercise all voting rights with respect to the Common Stock. Accordingly, the AXA Voting Trustees may be deemed to beneficially own the securities covered by this Form 4. The AXA Voting Trustees expressly declare that the filing of this Form 4 shall not be construed as an admission that any of them is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Form 4.

F6: In addition to the AB Units reported in this Form 4, the Reporting Persons beneficially own units ("Holding Units") representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. ("Holding") as follows. As of the close of business on December 17, 2008, ACMC, Inc. ("ACMC"), an indirect wholly-owned subsidiary of AXF, beneficially owned directly 722,178 Holding Units, and AXA Equitable Life Insurance Company ("AXA Equitable"), an indirect wholly-owned subsidiary of AXF, beneficially owned directly 722,178 Holding Units. Equitable Holdings, LLC ("Equitable Holdings") wholly owns AllianceBernstein Corporation, the general partner of both AllianceBernstein and Holding. As of December 17, 2008, Holding owned 87,601,715 AB Units. For more information on the Reporting Persons' holdings of Holding Units, see their separate Form 4 filings with respect to Holding Units.

F7: The AB Units are highly illiquid, and the ability of a holder of AB Units to exchange them in the future for Holding Units if it so desires is substantially limited. In general, transfers of AB 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.

F8: These AB Units are directly owned by AXFS.

F9: These AB Units are directly owned by AXA Financial (Bermuda) Ltd.

F10: On December 17, 2008, these AB Units were transferred by ECMC to Equitable Holdings, the sole member of ECMC. Upon receipt of these AB Units, Equitable Holdings immediately transferred these AB Units to AXA Equitable, the sole member of Equitable Holdings.

F11: These AB Units are owned directly by ECMC.

F12: These AB Units are directly owned by Equitable Holdings.

F13: These AB Units are directly owned by AXA Equitable, an indirect wholly-owned subsidiary of AXF.

F14: These AB Units are directly owned by ACMC.

F15: These AB Units are directly owned by MONY Life Insurance Company, which is wholly owned by AXFS.

F16: These AB Units are directly owned by MONY Life Insurance Company of America, which is wholly owned by MONY Life.