SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Malmstrom Anders

(Last)

(First)

(Middle)

C/O EQUITABLE HOLDINGS, INC.

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2019

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	08/30/2018		A4	306.9⁽¹⁾	A	$0.00	80,617.9⁽²⁾	D
Common Stock	11/14/2018		F4	9,902.57⁽³⁾	D	$20.9	70,715.34⁽²⁾	D
Common Stock	12/03/2018		A4	236.25⁽¹⁾	A	$0.00	70,951.58⁽²⁾	D
Common Stock	03/01/2019		F4	2,202.64⁽³⁾	D	$20.2	68,748.94⁽²⁾	D
Common Stock	03/15/2019		A4	340.74⁽¹⁾	A	$0.00	69,089.68⁽²⁾	D
Common Stock	05/10/2019		F4	5,014.96⁽³⁾	D	$22.2	64,074.72⁽²⁾	D
Common Stock	06/11/2019		A4	318.49⁽¹⁾	A	$0.00	64,393.21⁽²⁾	D
Common Stock	08/29/2019		A4	332.24⁽¹⁾	A	$0.00	64,725.45⁽²⁾	D
Common Stock	11/25/2019		A4	280.15⁽¹⁾	A	$0.00	65,005.6⁽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)	4. Transaction Code (Instr. 8)	(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	⁽⁴⁾	08/30/2018		4A	209.13⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	209.13	$0.00	37,209.13	D
Performance Restricted Stock Units	⁽⁴⁾	12/03/2018		4A	244.18⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	244.18	$0.00	37,453.31	D
Performance Restricted Stock Units	⁽⁴⁾	03/15/2019		4A	234.53⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	234.53	$0.00	37,687.84	D
Performance Restricted Stock Units	⁽⁴⁾	06/11/2019		4A	264.79⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	264.79	$0.00	37,952.63	D
Performance Restricted Stock Units	⁽⁴⁾	08/29/2019		4A	276.22⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	276.22	$0.00	38,228.85	D
Performance Restricted Stock Units	⁽⁴⁾	11/25/2019		4A	232.91⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	232.91	$0.00	38,461.76	D

Explanation of Responses:

1. Dividend equivalents accrued on Restricted Stock Units ("RSUs") previously awarded pursuant to issuer's incentive plan. Dividend equivalents accrue when and as dividends are paid on the common shares underlying the RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the RSUs to which they relate. Dividend equivalents are issued in the form of RSUs, each of which represents a contingent right to receive one share of common stock.

2. Total includes RSUs.

3. Shares withheld to cover taxes upon vesting of previous RSU grants.

4. Dividend equivalents accrued on performance restricted stock units ("PRSUs") previously awarded pursuant to Issuer's incentive plan. Each PRSU represents a contingent right to receive one share of common stock upon vesting. The PRSUs vest upon and subject to 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. Dividend equivalents accrue when and as dividends are paid on the common shares underlying the PRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the related PRSUs. Dividend equivalents are issued as PRSUs, each representing a contingent right to receive one share of common stock.

Remarks:

	/s/ Christina Banthin as attorney-in-fact for Anders Malmstrom	02/14/2020
	** 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).
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