Equitable Holdings, Inc. — Director's Dealing 2009

Jan 8, 2009

SEC Form 4/A — Form 4/A

Issuer: ALLIANCEBERNSTEIN L.P. (NONE)
CIK: 0001109448
Period of Report: 2008-12-19

Reporting Person: ACMC INC (10% Owner, Filed by mult. reporting pers.)
Reporting Person: AXA FINANCIAL INC (10% Owner, Filed by mult. reporting pers.)
Reporting Person: AXA (10% Owner, Filed by mult. reporting pers.)
Reporting Person: AXA ASSURANCES I A R D MUTUELLE ET AL (10% Owner, Filed by mult.reporting pers.)
Reporting Person: AXA ASSURANCES VIE MUTUELLE ET AL (10% Owner, Filed by mult. reporting pers.)
Reporting Person: AXA EQUITABLE LIFE INSURANCE CO (10% Owner, Filed by mult. reporting pers.)
Reporting Person: AXA EQUITABLE FINANCIAL SERVICES LLC (10% Owner, Filed by mult. reporting pers.)
Reporting Person: AXA FINANCIAL (BERMUDA) LTD. (10% Owner, Filed by mult. reporting pers.)
Reporting Person: AXA AMERICA HOLDINGS, INC. (10% Owner, Filed by mult. reporting pers.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-19	Units of Limited Partnership Interest	J	8160000	$18.349	Acquired	8160000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Units of Limited Partnership Interest	66220822	Direct
Units of Limited Partnership Interest	29100290	Direct
Units of Limited Partnership Interest	57211519	Direct
Units of Limited Partnership Interest	6841642	Indirect
Units of Limited Partnership Interest	2587472	Indirect

Footnotes

F1: These units of limited partnership interest ("AB Units") in AllianceBernstein L.P. ("AllianceBernstein") are directly owned by ACMC, Inc. ("ACMC"), an indirect wholly-owned subsidiary of AXA Financial, Inc. ("AXA Financial").

F2: These AB Units are directly owned by AXA Equitable Life Insurance Company ("AXA Equitable"), an indirect wholly-owned subsidiary of AXA Financial.

F3: These AB Units are directly owned by AXA Financial (Bermuda) Ltd., an indirect wholly-owned subsidiary of AXA Financial.

F4: AXA indirectly owns all of the common stock (the "Common Stock") of AXA Financial. Additionally, AXA indirectly owns all of the common stock of AXA America Holdings, Inc. ("AXA America"), a holding company for a group of insurance and related financial services companies, including AXA Financial and its subsidiaries. As of December 19, 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 either 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. By reason of the voting trust and their relationship with AXA and the Mutuelles AXA, 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 January 8, 2009, ACMC beneficially owned directly 722,178 Holding Units and AXA Equitable beneficially owned directly 722,178 Holding Units. Equitable Holdings, LLC wholly owns AllianceBernstein Corporation, the general partner of both AllianceBernstein and Holding. As of January 8, 2009, Holding owned 90,323,767 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: AXA Financial entered into a purchase agreement with SCB Inc. (f/k/a Sanford C. Bernstein Inc.) ("SCB") and AllianceBernstein, dated as of June 20, 2000 (the "Purchase Agreement"), pursuant to which it granted SCB the right, beginning on the second anniversary of the closing of AllianceBernstein's acquisition of substantially all of the assets and liabilities of SCB (the "Acquisition"), to cause AXA Financial (or its designee) to purchase AB Units received by SCB as part of consideration for the Acquisition (in the aggregate, such AB Units are referred to herein as the "Equity Consideration"). This right is exercisable no more than once annually during each of the eight years following the second anniversary of the closing of the Acquisition (October 2, 2000), in an amount not to exceed 20% of the AB Units paid to SCB as part of the Equity Consideration per year and subject to deferral under certain circumstances.

F9: On December 19, 2008, SCB and SCB Partners Inc. delivered a notice to AXA Financial stating that it was exercising its right to sell the final 8,160,000 AB Units to AXA Financial (or its designee) under the Purchase Agreement. The purchase price for each AB Unit is $18.349, which is, as provided by the Purchase Agreement, the average of the closing prices of a Holding Unit as quoted on the New York Stock Exchange composite tape for the ten trading days ending on December 29, 2008, the fifth trading day following the December 19, 2008 exercise date. The settlement of the sale to AXA America, AXA Financial's designee, took place on January 6, 2009. Following the settlement of the sale, each of SCB and SCB Partners Inc. no longer own any AB Units.

F10: These AB Units are directly owned by AXA America.

F11: These AB Units are directly owned by MONY Life Insurance Company, which is wholly owned by AXA Equitable Financial Services, LLC, a wholly-owned subsidiary of AXA Financial.

F12: These AB Units are directly owned by MONY Life Insurance Company of America, which is wholly owned by MONY Life.