0001181431-13-050241.txt : 20130923 0001181431-13-050241.hdr.sgml : 20130923 20130923163415 ACCESSION NUMBER: 0001181431-13-050241 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130923 FILED AS OF DATE: 20130923 DATE AS OF CHANGE: 20130923 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCEBERNSTEIN L.P. CENTRAL INDEX KEY: 0001109448 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 134064930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129691000 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE CAPITAL MANAGEMENT L P DATE OF NAME CHANGE: 20000316 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AXA RE Arizona Co (f/k/a Financial (BERMUDA) Ltd.) CENTRAL INDEX KEY: 0001450152 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1208 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29961 FILM NUMBER: 131110445 BUSINESS ADDRESS: STREET 1: 322 WEST ROOSEVELT CITY: PHOENIX STATE: AZ ZIP: 85003 BUSINESS PHONE: 602-230-7000 MAIL ADDRESS: STREET 1: 322 WEST ROOSEVELT CITY: PHOENIX STATE: AZ ZIP: 85003 FORMER NAME: FORMER CONFORMED NAME: AXA FINANCIAL (BERMUDA) LTD. DATE OF NAME CHANGE: 20081210 FORMER NAME: FORMER CONFORMED NAME: AXA Financial (Bermuda) Ltd. DATE OF NAME CHANGE: 20081118 4 1 rrd390709.xml FORM 4 X0306 4 2013-09-23 0 0001109448 ALLIANCEBERNSTEIN L.P. NONE 0001450152 AXA RE Arizona Co (f/k/a Financial (BERMUDA) Ltd.) 322 WEST ROOSEVELT PHOENIX AZ 85003 0 0 1 0 Units of Limited Partnership Interest 2013-09-23 4 S 0 15276937 21.07 D 0 D On September 23, 2013, AXA RE Arizona Company (formerly known as AXA Financial (Bermuda) Ltd.) ("AXA Arizona") sold 15,276,837 units of limited partnership interests ("AB Capital Units") in AllianceBernstein L.P. ("AllianceBernstein") to AXA Financial, Inc. ("AXF"). The sales price for the AB Capital Units is equal to the average of the closing prices of a unit representing assignments of beneficial ownership of limited partnership interest ("Holding Units") in AllianceBernstein Holding L.P. ("Holding") as quoted on the New York Stock Exchange composite tape for the five trading days ending on September 20, 2013. AXA indirectly owns (i) all of the common stock of AXA America Holdings, Inc., a holding company for a group of insurance and related financial services companies, AXF and its subsidiaries and AXA America Corporate Solutions, Inc. and its wholly owned subsidiary, Coliseum Reinsurance Company ("Coliseum Reinsurance") and (ii) 95.535% of the outstanding shares of common stock of AXA IM Rose, Inc. ("AXA IM Rose"), a holding company for a group of asset management companies. AXF is the sole member of AXA Equitable Financial Services LLC which wholly owns (i) AXA Equitable Life Insurance Company ("AXA Equitable") which in turn owns ACMC, LLC ("ACMC"), (ii) AXA Arizona, and (iii) MONY Life Insurance Company ("MONY Life") which in turn owns MONY Life Insurance Company of America ("MLOA"). As of December 31, 2012, AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle (collectively, "Mutuelles AXA"), directly beneficially owned approximately 13.94% of the issued ordinary shares (representing approximately 21.88% 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, the beneficial owner of any securities covered by this Form 4. AXA has deposited its shares of common stock ("Common Stock") of AXF 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 (Mark Pearson, Henri de Castries and Denis Duverne) 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. In addition to the AB Capital Units reported in this Form 4, affiliates of the Reporting Person beneficially own additional AB Capital Units and Holding Units as follows. As of the close of business on September 23, 2013, AXF beneficially owned directly 22,118,579 AB Capital Units; ACMC beneficially owned 1,444,356 Holding Units and 95,321,112 AB Capital Units; AXA IM Rose, 41,934,582 AB Capital Units; Coliseum Reinsurance, 8,160,000 AB Capital Units; MLOA, 2,587,472 AB Capital Units; and AllianceBernstein Corporation, a wholly-owned subsidiary of AXA Equitable, owned a 1% general partnership interest in AllianceBernstein and 100,000 units of general partnership interest in Holding. The AB Capital Units are highly illiquid, and the ability of a holder of AB Capital Units to exchange them in the future for AB Units if it so desires is substantially limited. In general, transfers of AB Capital 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. /s/ Anders Malmstrom, Chairman 2013-09-23