SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Malmstrom Anders

(Last)

(First)

(Middle)

C/O AXA EQUITABLE HOLDINGS, INC.

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AXA Equitable Holdings, Inc. [ EQH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/09/2018		A		37,000⁽¹⁾	A	$0.00	37,000⁽²⁾	D
Common Stock	05/10/2018		P		2,000	A	$20	39,000⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Stock Units	⁽³⁾	05/09/2018		A		37,000		⁽³⁾	⁽³⁾	Common Stock	37,000	$0.00	37,000	D

Explanation of Responses:

1. Grant of restricted stock units under the AXA Equitable Holdings, Inc. 2018 Omnibus Equity Incentive Plan exempt under Rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer upon vesting. The restricted stock units vest according to the following schedule: 50% vest on the six-month anniversary of the closing of the initial public offering of the Issuer's common stock (the "Transaction Date"), 25% on the one-year anniversary of the Transaction Date and 25% on the two-year anniversary of the Transaction Date. Vested shares will be delivered to the reporting person within 30 days following the vesting date.

2. Includes restricted stock units.

3. Grant of performance restricted stock units (PRSUs) under the AXA Equitable Holdings, Inc. 2018 Omnibus Equity Incentive Plan exempt under Rule 16b-3. Each PRSU represents a contingent right to receive one share of common stock of the Issuer upon vesting. The PRSUs will vest upon and subject to achievement of the following criteria: (i) the Issuer's common stock achieving a market price of $26.00 for 30 consecutive days prior to May 14, 2020, or (ii) if the PRSUs have not vested by May 14, 2020, the Issuer's common stock achieving a market price of $30.00 for 30 consecutive days prior to May 14, 2023. If the PRSUs have not otherwise vested by May 14, 2023, 50% of the PRSUs will vest on May 14, 2023.

Remarks:

	/s/ Christina Banthin, as Attorney-in-Fact for Anders Malmstrom	05/11/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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