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*
ACMC INC

(Last) (First) (Middle)
1290 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALLIANCEBERNSTEIN L.P. [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
Filed by mult. reporting pers.
3. Date of Earliest Transaction (Month/Day/Year)
12/30/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Units of Limited Partnership Interest 12/30/2008(8) S(8) 20,164,587(8) D $18.349(9) 29,100,290 D(2)(4)(5)(6)(7)(8)(9)(10)
Units of Limited Partnership Interest 66,220,822 D(1)(4)(5)(6)(7)(8)(9)
Units of Limited Partnership Interest 12/30/2008(8) P(8) 16,349,665(8) A $18.349(9) 57,211,519 D(3)(4)(5)(6)(7)(8)(9)
Units of Limited Partnership Interest 12/30/2008(8) P(8) 2,452,450(8) A $18.349(9) 6,841,642 I(11) See Notes(4)(5)(6)(7)(8)(9)(11)
Units of Limited Partnership Interest 12/30/2008(8) P(8) 1,362,472(8) A $18.349(9) 2,587,472 I(12) See Notes(4)(5)(6)(7)(8)(9)(12)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
ACMC INC

(Last) (First) (Middle)
1290 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AXA FINANCIAL INC

(Last) (First) (Middle)
1290 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EQUITABLE HOLDINGS LLC

(Last) (First) (Middle)
1290 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AXA

(Last) (First) (Middle)
25 AVENUE MATIGNON

(Street)
PARIS I0 75008

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AXA ASSURANCES I A R D MUTUELLE ET AL

(Last) (First) (Middle)
26, RUE DROUOT

(Street)
PARIS I0 75009

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AXA ASSURANCES VIE MUTUELLE ET AL

(Last) (First) (Middle)
26, RUE DROUOT

(Street)
PARIS I0 75009

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AXA EQUITABLE LIFE INSURANCE CO

(Last) (First) (Middle)
1290 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AXA EQUITABLE FINANCIAL SERVICES LLC

(Last) (First) (Middle)
1290 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AXA FINANCIAL (BERMUDA) LTD.

(Last) (First) (Middle)
C/O 1290 AVENUE OF AMERICAS

(Street)
NEW YORK NY 10104

(City) (State) (Zip)
Explanation of Responses:
1. 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").
2. These AB Units are directly owned by AXA Equitable Life Insurance Company ("AXA Equitable"), an indirect wholly-owned subsidiary of AXA Financial.
3. These AB Units are directly owned by AXA Financial (Bermuda) Ltd. ("AXA Bermuda"), an indirect wholly-owned subsidiary of AXA Financial.
4. AXA indirectly owns all of the common stock (the "Common Stock") of AXA Financial, 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 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.
5. 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.
6. 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 December 30, 2008, 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 December 30, 2008, 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.
7. 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.
8. On December 30, 2008, AXA Equitable sold an aggregate of 20,164,587 AB Units consisting of the sale of (i) 16,349,665 AB Units to AXA Bermuda, (ii) 2,452,450 AB Units to MONY Life Insurance Company ("MONY Life") and (iii) 1,362,472 AB Units to MONY Life Insurance Company of America ("MLOA"). Each of AXA Equitable, MONY Life and MLOA are wholly owned subsidiaries of AXA Financial.
9. The purchase price for the AB Units is equal to 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.
10. Does not include 8,160,000 AB Units that AXA Financial (or its designee) is expected to purchase in January 2009 pursuant to the Purchase Agreement by and among AXF, SCB Inc. and AllianceBernstein. For more information regarding this purchase, please see the separate Form 4 filings, which were filed with Securities and Exchange Commission on December 23, 2008.
11. These AB Units are directly owned by MONY Life, a wholly-owned subsidiary of AXA Financial.
12. These AB Units are directly owned by MLOA, which is wholly owned by MONY Life.
Remarks:
This is one of two Forms 4 reporting the transaction filed today by multiple reporting persons. See Attachment A filed as an Exhibit hereto for a complete list of Reporting Persons filing these two Forms 4 today.
Alvin H. Fenichel (See Attachment A) 01/02/2009
Kevin R. Byrne (See Attachment A) 01/02/2009
** 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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