0001193125-17-220340.txt : 20170703 0001193125-17-220340.hdr.sgml : 20170703 20170630182133 ACCESSION NUMBER: 0001193125-17-220340 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 13 FILED AS OF DATE: 20170703 DATE AS OF CHANGE: 20170630 GROUP MEMBERS: ACMC, LLC GROUP MEMBERS: AXA GROUP MEMBERS: AXA AMERICA CORPORATE SOLUTIONS, INC. GROUP MEMBERS: AXA AMERICA HOLDINGS, INC. GROUP MEMBERS: AXA ASSURANCES I.A.R.D. MUTUELLE GROUP MEMBERS: AXA ASSURANCES VIE MUTUELLE GROUP MEMBERS: AXA EQUITABLE FINANCIAL SERVICES, LLC GROUP MEMBERS: AXA EQUITABLE LIFE INSURANCE CO GROUP MEMBERS: AXA-IM HOLDING U.S. INC. GROUP MEMBERS: COLISEUM REINSURANCE CO GROUP MEMBERS: MONY LIFE INSURANCE CO OF AMERICA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCEBERNSTEIN HOLDING L.P. CENTRAL INDEX KEY: 0000825313 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 133434400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42546 FILM NUMBER: 17943598 BUSINESS ADDRESS: STREET 1: 1345 AVE 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 HOLDING LP DATE OF NAME CHANGE: 19991101 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE CAPITAL MANAGEMENT LP DATE OF NAME CHANGE: 19961231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AXA FINANCIAL INC CENTRAL INDEX KEY: 0000888002 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 133623351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 2125541234 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE COMPANIES INC DATE OF NAME CHANGE: 19950721 SC 13D/A 1 d410163dsc13da.htm AMENDMENT NO.21 TO SCHEDULE 13D Amendment No.21 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 21)

 

 

ALLIANCEBERNSTEIN HOLDING L.P.

(f/k/a Alliance Capital Management Holding L.P.)

(Name of Issuer)

Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests

(Title of Class of Securities)

01855A101

(CUSIP Number)

Anders Malmström

Senior Executive Vice President and Chief Financial Officer

AXA Financial, Inc.

1290 Avenue of the Americas

New York, New York 10104

(212) 554-1234

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

George Stansfield, General Counsel

AXA, 25, avenue Matignon

75008 Paris, France

011-331-40-75-57-00

July 3, 2017

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

 

 

 


CUSIP No. 01855A101

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

AXA

98-0342809

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

France

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

See Item 5

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

See Item 5

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,515,537 - See Item 5

(Not to be construed as an admission of beneficial ownership)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.6% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

HC, CO


CUSIP No. 01855A101

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

AXA Assurances I.A.R.D. Mutuelle

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

France

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

See Item 5

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

See Item 5

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,515,537 - See Item 5

(Not to be construed as an admission of beneficial ownership)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.6% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IC


CUSIP No. 01855A101

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

AXA Assurances Vie Mutuelle

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ☒        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

France

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

See Item 5

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

See Item 5

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,515,537 - See Item 5

(Not to be construed as an admission of beneficial ownership)

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.6% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IC


CUSIP No. 01855A101

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

AXA America Holdings, Inc.

90-0226248

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)

or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

1,071,181 - See Items 4 and 5

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

1,071,181 - See Items 4 and 5

   10   

SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,515,537 - See Item 5

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.6% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

HC, CO


CUSIP No. 01855A101

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

AXA Financial, Inc.

13-3623351

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)

or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,444,356 - See Item 5

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.5% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

HC, CO


CUSIP No. 01855A101

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

AXA Equitable Financial Services, LLC

52-2197822

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)

OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,444,356 - See Item 5

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.5% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

HC, OO


CUSIP No. 01855A101

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

AXA Equitable Life Insurance Company

13-5570651

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,444,356 - See Item 5

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.5% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IC, CO


CUSIP No. 01855A101

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

ACMC, LLC

13-2677213

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

1,444,356 - See Item 5

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

1,444,356 - See Item 5

   10   

SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,444,356 - See Item 5

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.5% - See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

CO


CUSIP No. 01855A101

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

AXA AMERICA CORPORATE SOLUTIONS, INC.

36-3044045

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Item 5

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IC, CO


CUSIP No. 01855A101

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

COLISEUM REINSURANCE COMPANY

36-2994662

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Item 5

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IC, CO


CUSIP No. 01855A101

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

 

MONY Life Insurance Company of America

86-0222062

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Arizona

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Item 5

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IC, CO


CUSIP No. 01855A101

 

  1   

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

AXA-IM HOLDING U.S. INC.

68-0461436

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a)  ☐        (b)  ☐

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

OO

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

See Item 5

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

See Item 5

   10   

SHARED DISPOSITIVE POWER

 

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

See Item 5

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

See Item 5

14  

TYPE OF REPORTING PERSON (See Instructions)

 

HC, CO


This Amendment No. 21 amends the Statement on Schedule 13D (“Schedule 13D”) initially filed on August 4, 1992 with the Securities and Exchange Commission by AXA, Midi Participations, Finaxa, the Mutuelles AXA (as herein defined) and the Trustees of a Voting Trust (established pursuant to the Voting Trust Agreement dated as of May 12, 1992 (the “Original Voting Trust Agreement”) and currently governed by a Second Amended and Restated Voting Trust Agreement dated as of April 29, 2011, by and among AXA, Mark Pearson (President and Chief Executive Officer of AXF and a member of the Executive Committee of AXA) and Denis Duverne (Chairman of the Board of AXA), as Trustees (the “Amended Voting Trust Agreement” and, together with the Original Voting Trust Agreement, the “Voting Trust Agreement”)), as amended by Amendment No. 1 to the Schedule 13D filed on July 29, 1993, Amendment No. 2 to the Schedule 13D filed on September 14, 1994 (“Amendment No. 2”), Amendment No. 3 to the Schedule 13D filed on October 22, 1996, Amendment No. 4 to the Schedule 13D filed on July 11, 1997, Amendment No. 5 to the Schedule 13D filed on September 4, 1997, Amendment No. 6 to the Schedule 13D filed on April 9, 1999, Amendment No. 7 to the Schedule 13D filed on November 4, 1999, Amendment No. 8 to the Schedule 13D filed on June 23, 2000, Amendment No. 9 to the Schedule 13D filed on November 27, 2002, and Amendment No. 10 to the Schedule 13D filed on March 9, 2004, Amendment No. 11 to the Schedule 13D filed on December 22, 2004 (“Amendment No. 11”), Amendment No. 12 to the Schedule 13D filed on March 7, 2007, Amendment No. 13 to the Schedule 13D filed on December 19, 2008 (“Amendment No. 13”), Amendment No. 14 to the Schedule 13D filed on January 8, 2009, Amendment No. 15 to the Schedule 13D filed on April 1, 2009, Amendment No. 16 to the Schedule 13D filed on December 16, 2011, Amendment No. 17 to the Schedule 13D filed on September 23, 2013 (“Amendment No. 17”), Amendment No. 18 to the Schedule 13D filed on December 20, 2013, Amendment No. 19 to the Schedule 13D filed on January 5, 2016 and Amendment No. 20 to the Schedule 13D filed on May 1, 2017 (“Amendment No. 20”) each of which was filed by AXA, Midi Participations (through Amendment No. 2), Finaxa (through Amendment No. 11), the Mutuelles AXA, the Trustees (through Amendment No. 20), AXA Financial, Inc. (formerly known as The Equitable Companies Incorporated), AXA Equitable Life Insurance Company (f/k/a The Equitable Life Assurance Society of the United States), Equitable Holding Corporation (which was merged in 1997 into Equitable Holdings, LLC) (through Amendment No. 13), Equitable Investment Corporation (which was merged in November 1999 into Equitable Holdings, LLC) (through Amendment No. 13), ACMC, LLC and ECMC, LLC (through Amendment No. 13) (successor by merger to Equitable Capital Management Corporation), which Schedule 13D relates to units (“Units”) representing assignments of beneficial ownership of limited partnership interests of AllianceBernstein Holding L.P. (formerly known as Alliance Capital Management Holding L.P.), a Delaware limited partnership (“AB Holding”).


ITEM 2. IDENTITY AND BACKGROUND

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows.

This statement is being filed by (i) AXA, a company organized under the laws of France, (ii) AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle, two mutual insurance companies organized under the laws of France (the “Mutuelles AXA”), (iii) AXA America Holdings, Inc., a Delaware corporation (“AXA America”), (iv) AXF, a Delaware corporation, (v) AXA Equitable Financial Services, LLC (formerly known as AXA Client Solutions, LLC and AXA Equitable Financial Services, LLC), a Delaware limited liability company whose sole member is AXF (“AXFS”), (vi) AXA Equitable, a New York stock life insurance company, which is wholly owned by AXFS (vii) ACMC, LLC, a Delaware limited liability company (“ACMC”), (viii) AXA America Corporate Solutions, Inc., a Delaware corporation, which is a wholly owned subsidiary of AXA America (“AACS”), (ix) Coliseum Reinsurance Company, a Delaware corporation, which is a wholly owned subsidiary of AACS (“Coliseum”), (x) MONY Life Insurance Company of America, an Arizona stock life insurance company, which is a wholly owned subsidiary of AXFS (“MLOA”), and (xi) AXA-IM Holding U.S. Inc., a Delaware corporation, which is a 96.23% indirectly owned subsidiary of AXA (“AXA-IM Holding”). AXA, the Mutuelles AXA, AXA America, AXF, AXFS, AXA Equitable, ACMC, AACS, Coliseum, MLOA, and AXA-IM Holding are hereinafter collectively referred to as the “Reporting Persons.”

AXA. AXA is a holding company for an international group of insurance and related financial service companies, including each of the Reporting Persons. The address of AXA’s principal business and office is 25, avenue Matignon, 75008 Paris, France. As of December 31, 2016, the Mutuelles AXA, directly beneficially owned 14.13% of AXA’s ordinary shares (representing 23.93% of the voting power). In addition, as of December 31, 2016, 0.02% of the ordinary shares of AXA without the power to vote were owned by certain subsidiaries of AXA.

Finaxa. Finaxa was a holding company, which was majority owned by the Mutuelles AXA. Finaxa was merged into AXA as of December 16, 2005.

The Trustees. In order to ensure, for insurance regulatory purposes, that certain indirect minority shareholders of AXA were not able to exercise control over AXF and certain of its insurance subsidiaries, AXA had agreed pursuant to the Voting Trust Agreement to deposit in the Voting Trust the shares of capital stock of AXF having voting powers beneficially owned by AXA and certain of its affiliates. Additional information relating to the Voting Trust Agreement is set forth in the Schedule 13D filed by AXA with respect to its ownership of the capital stock of AXF. On June 30, 2017, the Voting Trust was dissolved.

The Mutuelles AXA. The Mutuelles AXA are AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle. AXA Courtage Assurance Mutuelle was merged into AXA Assurances I.A.R.D Mutuelle as of December 31, 2006. Each of the Mutuelles AXA is a mutual insurance company organized under the laws of France. The address of each of the Mutuelles AXA’s principal place of business and office is 313 Terrasses de l’Arche, 92727 Naterre Cedex, France.

AXA America and Subsidiaries. AXA America is a holding company for a group of insurance and related financial service companies, including (i) AXF and its subsidiaries and (ii) AACS and its wholly owned subsidiary, Coliseum. The address of AXA America’s principal place of business and office is 1290 Avenue of the Americas, New York, New York 10104. The address of each of AACS’ and Coliseum’s principal place of business and office is 17 State Street, New York, New York 10004.

AXF and Subsidiaries. AXF is a holding company. As of December 31, 2016, 100% of the outstanding shares of common stock of AXF were beneficially owned indirectly by AXA. AXF and its subsidiaries (including AXA Equitable and MLOA, each an indirect wholly owned subsidiary) provide diversified financial services to a broad spectrum of financial advisory, insurance and investment management customers. AXFS, whose sole member is AXF, wholly owns (i) AXA Equitable, which in turn wholly owns ACMC, and (ii) MLOA. ACMC, AXFS and AXF are holding companies. The address of the principal place of business and office of AXF, AXFS, AXA Equitable and ACMC is 1290 Avenue of the Americas, New York, New York 10104 and of MLOA is 525 Washington Boulevard, Jersey City, New Jersey 07310.


AXA-IM Rose Inc. AXA-IM Rose Inc. (“AXA-IM Rose”) was merged into AXA-IM Holding as of January 1, 2016.

AXA-IM Holding. AXA-IM Holding is a holding company for a group of asset management companies. The address of AXA-IM Holding’s principal place of business and office is 100 West Putnam Avenue, Greenwich, Connecticut 06830.

The (i) name, (ii) residence or business address, (iii) present principal occupation or employment and the name, principal place of business and address of any corporation or other organization in which such employment is conducted and (iv) citizenship of each of the executive officers and directors of each of the Reporting Persons are set forth on Exhibits 11 through 22 hereto. None of the Reporting Persons nor, to the knowledge of any Reporting Person, any natural person named in Exhibits 11 through 22 hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any such Reporting Person or person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended by inserting the following paragraph at the end thereof.

AXA America Holdings, Inc. (“AXA America”) will use available cash to purchase the Units described in Item 4 below.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended by inserting the following paragraphs at the end thereof.

AXA Unit Purchase Agreement with Mr. Kraus

On April 30, 2017, AXA America entered into a unit purchase agreement (the “Unit Purchase Agreement”) with Peter S. Kraus covering all of the Units beneficially owned by Mr. Kraus. Pursuant to the Unit Purchase Agreement, AXA America agreed, inter alia, to purchase from Mr. Kraus and Mr. Kraus agreed to sell to AXA America, on September 1, 2017 (the “Transaction Date”), 1,071,181 Units owned by Mr. Kraus as of the close of business on April 28, 2017. As of the date of this filing, AXA America is obligated under the Unit Purchase Agreement to acquire 1,071,181 Units beneficially owned by Peter S. Krause within 60 days of the Transaction Date, or July 3, 2017. Such Units are to be purchased by AXA America in accordance with the Unit Purchase Agreement on September 1, 2017 at a purchase price of $22.90 per Unit. As to the other Units beneficially owned by Mr. Kraus, AXA America and Mr. Kraus have agreed to call and put options, respectively, at specified future market prices if the Units are trading within a specified trading price range, and Mr. Kraus has granted AXA America a right of first refusal on future sales of such Units by Mr. Kraus if the market price of such Units is outside of such specified trading price range, in each case as further described in the Unit Purchase Agreement. A copy of the Unit Purchase Agreement is attached to this report as Exhibit 10 and is incorporated herein by reference.

Dissolution of Voting Trust and Termination of Voting Trust Agreement

On June 30, 2017, the Voting Trust established pursuant to the Voting Trust Agreement was dissolved, and the Voting Trust Agreement was terminated.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Items 5(a), (b) and (c) are hereby amended and restated in their entirety as set forth below.


(a) & (b) At the close of business on July 3, 2017 and immediately following the transactions described in Item 4 above, AXA America beneficially owned directly 1,071,181 Units representing approximately 1.1% of the Units outstanding and did not beneficially own directly any AB Capital Units; AXF did not beneficially own directly any Units and beneficially owned directly 43,032,758 AB Capital Units representing approximately 16.0% of the AB Capital Units outstanding; AXA Equitable did not beneficially own directly any Units or AB Capital Units; ACMC beneficially owned directly 1,444,356 Units representing approximately 1.5% of the Units outstanding and 74,406,933 AB Capital Units representing approximately 27.7% of the AB Capital Units outstanding; AACS did not beneficially own directly any Units or AB Capital Units; Coliseum did not beneficially own directly any Units and beneficially owned directly 8,160,000 AB Capital Units representing approximately 3.0% of the AB Capital Units outstanding; MLOA did not beneficially own directly any Units and beneficially owned directly 2,587,472 AB Capital Units representing approximately 1.0% of the AB Capital Units outstanding; and AXA-IM Holding did not beneficially own directly any Units and beneficially owned directly 41,934,582 AB Capital Units representing approximately 15.6% of the AB Capital Units outstanding. AXA America, ACMC, AXF, AACS, Coliseum, MLOA and AXA-IM Holding have the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of each of their respective directly owned Units and AB Capital Units. By reason of its ownership interest in AXF, AXFS, ACMC, AXA Equitable, MLOA and Coliseum, AXA America may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to the 1,444,356 Units owned directly by ACMC which, together with the 1,071,181 Units owned directly by AXA America, represent approximately 2.6% of the Units outstanding, and the 74,406,933 AB Capital Units owned directly by ACMC, the 43,032,758 AB Capital Units owned directly by AXF, the 8,160,000 AB Capital Units owned directly by Coliseum and the 2,587,472 AB Capital Units owned directly by MLOA, which collectively represent approximately 47.7% of the AB Capital Units outstanding. By reason of its ownership interest in AXFS, ACMC and MLOA, AXF may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to the 1,444,356 Units owned directly by ACMC representing approximately 1.5% of the Units outstanding, and the 74,406,933 AB Capital Units owned directly by ACMC and the 2,587,472 AB Capital Units owned directly by MLOA, which, together with the 43,032,758 AB Capital Units owned directly by AXF, represent approximately 44.6% of the AB Capital Units outstanding. By reason of its ownership interest in ACMC, AXA Equitable may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the 1,444,356 Units owned directly by ACMC representing approximately 1.5% of the Units outstanding, and the 74,406,933 AB Capital Units owned directly by ACMC representing 27.7% of the AB Capital Units outstanding. By reason of its ownership interest in ACMC, AXA Equitable and MLOA, AXFS may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the 1,444,356 Units owned directly by ACMC representing approximately 1.5% of the Units outstanding, and the 74,406,933 AB Capital Units owned directly by ACMC, and the 2,587,472 AB Capital Units owned directly by MLOA which collectively represent approximately 28.6% of the AB Capital Units outstanding.

(This excludes Units acquired by the Reporting Persons and their affiliates solely for investment purposes on behalf of client discretionary accounts.)

AXA, by reason of its indirect ownership of 100% of the outstanding shares of common stock of AXA America and its indirect ownership of 96.23% of the outstanding shares of common stock of AXA-IM Holding, may be deemed to beneficially own all of the Units and AB Capital Units owned directly and indirectly by AXA America and AXA-IM Holding. In addition, the Mutuelles AXA, as a group, may be deemed to be beneficial owners of such Units and AB Capital Units. Each of AXA and the Mutuelles AXA expressly declares that the filing of this Schedule 13D shall not be construed as an admission that it is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of such Units or AB Capital Units.

Other than as described in Item 4 above, none of the Reporting Persons owns any Units or AB Capital Units or options or other rights to acquire Units or AB Capital Units presently or within 60 days.

To the knowledge of the Reporting Persons, none of the directors and executive officers of the Reporting Persons listed in Exhibits 11 through 22 hereto own any Units or AB Capital Units or options or other rights to acquire Units or AB Capital Units presently or within 60 days.

(c) Other than as described in Item 4 above, during the 60 days preceding the filing of this Amendment, no transactions in Units or AB Capital Units were made by the Reporting Persons, or, to the knowledge of the Reporting Persons, any natural person named in Exhibits 11 through 22 hereto.


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit 1    Filing Agreement with respect to the Schedule 13D among the Reporting Persons (incorporated by reference to Exhibit 17 to the Schedule 13D filed on August 4, 1992)
Exhibit 2    Second Amended and Restated Voting Trust Agreement, dated as of April 29, 2011 (incorporated by reference to Exhibit 9 filed with Amendment No. 17 to the Schedule 13D filed on September 23, 2013)
Exhibit 3    Power of Attorney with respect to AXA (incorporated by reference to Exhibit 13 filed with Amendment No. 19 to the Schedule 13D filed on January 5, 2016)
Exhibit 4    Power of Attorney with respect to AXA Assurances I.A.R.D. Mutuelle (incorporated by reference to Exhibit 14 filed with Amendment No. 19 to the Schedule 13D filed on January 5, 2016)
Exhibit 5    Power of Attorney with respect to AXA Assurances VIE Mutuelle (incorporated by reference to Exhibit 15 filed with Amendment No. 19 to the Schedule 13D filed on January 5, 2016)
Exhibit 6    Power of Attorney with respect to AXA America Holdings, Inc. (incorporated by reference to Exhibit 16 filed with Amendment No. 19 to the Schedule 13D filed on January 5, 2016)
Exhibit 7    Power of Attorney with respect to AXA America Corporate Solutions, Inc. (incorporated by reference to Exhibit 22 filed with Amendment No. 19 to the Schedule 13D filed on January 5, 2016)
Exhibit 8    Power of Attorney with respect to Coliseum Reinsurance Company (incorporated by reference to Exhibit 23 filed with Amendment No. 19 to the Schedule 13D filed on January 5, 2016)
Exhibit 9    Power of Attorney with respect to AXA-IM Holding U.S. Inc. (incorporated by reference to Exhibit 24 filed with Amendment No. 19 to the Schedule 13D filed on January 5, 2016)
Exhibit 10    Unit Purchase Agreement between Peter S. Kraus and AXA America Holdings, Inc. (incorporated by reference to Exhibit 10.4 to AllianceBernstein Holding L.P.’s Current Report on Form 8-K filed on May 1, 2017)
Exhibit 11    Information with respect to the Executive Officers and Directors of AXA
Exhibit 12    Information with respect to the Executive Officers and Directors of AXA Assurances I.A.R.D. Mutuelle
Exhibit 13    Information with respect to the Executive Officers of AXA Assurances Vie Mutuelle and Members of AXA Assurances Vie Mutuelle’s Conseil d’Administration
Exhibit 14    Information with respect to the Executive Officers and Directors of AXA Financial, Inc. (which is the sole member of AXA Equitable Financial Services, LLC)
Exhibit 15    Information with respect to the Executive Officers and Directors of AXA Equitable Financial Services, LLC
Exhibit 16    Information with respect to the Executive Officers and Directors of AXA Equitable Life Insurance Company
Exhibit 17    Information with respect to the Executive Officers and Directors of ACMC, LLC
Exhibit 18    Information with respect to the Executive Officers and Directors of MONY Life Insurance Company of America


Exhibit 19    Information with respect to the Executive Officers and Directors of AXA America Holdings, Inc.
Exhibit 20    Information with respect to the Executive Officers and Directors of AXA America Corporate Solutions, Inc.
Exhibit 21    Information with respect to the Executive Officers and Directors of Coliseum Reinsurance Company
Exhibit 22    Information with respect to the Executive Officers and Directors of AXA-IM Holding U.S. Inc.


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 3, 2017

 

AXA
AXA ASSURANCES I.A.R.D. MUTUELLE
AXA ASSURANCES VIE MUTUELLE
AXA AMERICA CORPORATE SOLUTIONS, INC.
COLISEUM REINSURANCE COMPANY
AXA-IM HOLDING U.S. INC.
By:  

/s/ Anders Malmström

  Name: Anders Malmström
  Title: Attorney-in-Fact


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 3, 2017

 

AXA AMERICA HOLDINGS, INC.
By:  

/s/ Anders Malmström

  Name: Anders Malmström
  Title: Senior Executive Vice President


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 3, 2017

 

AXA FINANCIAL, INC.
By:  

/s/ Anders Malmström

  Name:   Anders Malmström
  Title:   Senior Executive Vice President and Chief Financial Officer


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 3, 2017

 

AXA EQUITABLE FINANCIAL SERVICES, LLC
By:  

/s/ Anders Malmström

  Name:   Anders Malmström
  Title:  

Senior Executive Director and

Chief Financial Officer


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 3, 2017

 

AXA EQUITABLE LIFE INSURANCE COMPANY
By:  

/s/ Anders Malmström

  Name:   Anders Malmström
  Title:  

Senior Executive Director and

Chief Financial Officer


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 3, 2017

 

ACMC, LLC
By:  

/s/ Anders Malmström

  Name:   Anders Malmström
  Title:   Chairman, President and Chief Executive Officer

[Signature Page – AllianceBernstein Holding L.P. 13D]


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 3, 2017

 

MONY LIFE INSURANCE COMPANY OF AMERICA
By  

/s/ Anders Malmström

  Name:   Anders Malmström
  Title:   Senior Executive Vice President and Chief Financial Officer

[Signature Page – AllianceBernstein Holding L.P. 13D]

EX-99.11 2 d410163dex9911.htm EX-11 EX-11

Exhibit 11

MEMBERS OF THE BOARD AND THE EXECUTIVE OFFICERS

OF

AXA

The names of the Members of the Board of Directors and the Executive Officers of AXA and their business addresses and principal occupations are set forth below. If no address is given, the Member’s business address is that of AXA at 25, avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXA and each individual is a citizen of the Republic of France.

MEMBERS OF THE BOARD OF DIRECTORS (As of April 26, 2017)

 

Name, Business Address

  

Present Principal Occupation

Denis Duverne    Chairman of the AXA Board of Directors
Thomas Buberl (2)    Director and Chief Executive Officer of AXA

Ramon de Oliveira

Investment Audit Practice, LLC

580 Park Avenue

New York, NY 10065

USA

   Managing Director of Investment Audit Practice, LLC (United States)

Jean-Pierre Clamadieu

Solvay

Rue de Ransbeek 310

1120 Brussels

Belgium

   Chairman of the Executive Committee and member of the Board of Directors of Solvay (Belgium)
Jean-Martin Folz    Companies’ director

Mrs. Isabelle Kocher

ENGIE    

1, place Samuel de Champlain

92930Paris la Défense cedex

France

   Chief Executive Officer of ENGIE (France)


Name, Business Address

  

Present Principal Occupation

Mrs. Suet Fern Lee (1)

Morgan Lewis Stamford LLC

10 Collyer Quay #27-00

Ocean Financial Centre

Singapore 049315

Singapore

   Managing Partner of Morgan Lewis Stamford LLC (Singapore)

Stefan Lippe (2) (5)

Baarerstrasse 8

CH 63000 Zug

Switzerland

   Co-founder and Chairman of the Board of Directors of Yes Europe (formerly Paperless Inc.) (Switzerland) and Co-founder and Vice-Chairman of the Board of Directors of Acqupart Holding AG (Switzerland)

Francois Martineau

Lussan / Societe d’avocats

282, boulevard Saint Germain

75007 Paris

France

   Attorney at law (France)

Mrs. Deanna Oppenheimer (3) (4)

CameoWorks

2200 Alaskan Way #210

Seattle, WA 98121USA

   Founder of CameoWorks (United States) and BoardReady.io (United States)

Mrs. Doina Palici-Chehab (2)

AXA Insurance Singapore Pte. Ltd.

8 Shelton Way

#27-01 AXA Tower

Singapore 068811

Singapore

  

Chief Executive Officer of AXA Insurance Singapore (Singapore)

Member of the AXA Board of Directors, representing the employee-shareholders

Mrs. Irene Dorner (3)    Companies’ director

Mr. André François-Poncet

CIAM

72 boulevard Haussmann

75009 Paris

France

   Partner at CIAM (France)


Name, Business Address

  

Present Principal Occupation

Mrs. Angelien Kemna (8)

APG Group N.V.

Gustav Mahlerplein 3

1082 MS Amsterdam

The Netherlands

   Chief Finance & Risk Officer of the APG Group N.V. (The Netherlands)


EXECUTIVE OFFICERS

Members of the AXA Management Committee (as of June 30, 2017)

 

Name, Business Address

  

Present Principal Occupation

Thomas Buberl (2)    Chief Executive Officer of AXA
Benoît Claveranne    Group Chief Transformation Officer

Paul Evans (3)

AXA UK plc

5 Old Broad Street

London ECN 1AD

United Kingdom

   Chief Executive Officer of AXA Global Life, Savings & Health and Chief Executive Officer of AXA Global Asset Management
Gérald Harlin    Group Chief Financial Officer
Mrs. Gaëlle Olivier    Chief Executive Officer of AXA Global P&C

Mark Pearson (3)

AXA Financial, Inc.

1290 Avenue of the Americas

New York, NY 10104

  

President & Chief Executive Officer of AXA Financial, Inc.

Chairman, President & Chief Executive Officer of AXA Equitable Life Insurance Company

Jacques de Peretti

AXA France

313 Terrasses de l’Arche

92727 Nanterre Cedex

France

   Chief Executive Officer of AXA France


Mrs. Joyce Philipps (4)

AXA Financial, Inc.

1290 Avenue of the Americas

New York, NY 10104

 

   Chief Executive Officer of a new business unit dedicated to customer innovation and new business models
George Stansfield (4)    Group General Secretary

 

(1) Citizen of Singapore
(2) Citizen of Germany
(3) Citizen of United Kingdom
(4) Citizen of United States of America
(5) Citizen of Switzerland
(6) Citizen of Italy
(7) Citizen of Belgium
(8) Citizen of Netherlands

 

EX-99.12 3 d410163dex9912.htm EX-12 EX-12

Exhibit 12

MEMBERS OF THE BOARD AND THE EXECUTIVE OFFICERS

OF

AXA ASSURANCES IARD MUTUELLE

The names of the Members of the Board of Directors and of the Executive Officers of AXA Assurances IARD Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member’s or Executive Officer’s business address is that of AXA Assurances IARD Mutuelle at 313, Terrasses de l’Arche, 92727 Nanterre Cedex, France. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXA Assurances IARD Mutuelle and each individual is a citizen of the Republic of France.

 

Name, Business Address

  

Present Principal Occupation

* Henri de Castries

AXA

25, avenue Matignon

75008 Paris

France

   Chairman of the Board of Directors of AXA Assurances IARD Mutuelle

* Chantal Delalande de Villele

4, avenue d’Eylau

75116 Paris

France

   Dentist

* Hélène Destandau

AXA

37 rue Juliette Récamier

69006 Lyon

France

   General Agent and intermediary in banking operations

* Isabelle Azemard

3 Bld Pershing

75017 Paris

France

   Managing Partner of SARL RTDE Conseil

* Philippe Guérand

SIER Constructeur

129, boulevard Pinel

69500 Bron

France

  

Chairman and Chief Executive Officer of Générale d’Investissements and SIER Conseil Chairman of Société Immobiliére d’Etudes et de Réealisation SIER

Vice-Chairman of the Board of Directors of AXA Assurances IARD Mutuelle


Name, Business Address

  

Present Principal Occupation

* Alain de Marcellus

Cap Gemini

11, rue de Tilsit

75017 Paris

France

   Director of Financial Services of Cap Gemini Group

* François Martineau

Lussan / Societe d’avocats

282, boulevard Saint Germain

75007 Paris

France

   Attorney at law (France)
* Jacques de Peretti    Chairman & Chief Executive Officer of AXA France

* Dorothée Pineau

30, rue des Princes

92100 Boulogne-Billancourt

France

   Deputy General Manager of the MEDEF

* Olivier Riché

47, rue de Verneuil

75007 Paris

France

   Member of the Management Board of Foncière de Paris Company
Matthieu Bébéar    Chief Executive Officer—non Director of AXA Assurances IARD Mutuelle
Amaury de Warenghien    Deputy Chief Executive Officer—non Director of AXA Assurances IARD Mutuelle
Sandrine Duchêne    Deputy Chief Executive Officer—non Director of AXA Assurances IARD Mutuelle
* Director

 

EX-99.13 4 d410163dex9913.htm EX-13 EX-13

Exhibit 13

EXECUTIVE OFFICERS AND

MEMBERS OF THE CONSEIL D’ADMINISTRATION

OF

AXA ASSURANCES VIE MUTUELLE

The names of the Members of the Board of Directors and of the Executive Officers of AXA Assurances Vie Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member’s or Executive Officer’s business address is that of AXA Assurances Vie Mutuelle at 313, Terrasses de l’Arche, 92727 Nanterre Cedex, France. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXA Assurances Vie Mutuelle and each individual is a citizen of the Republic of France.

 

Name, Business Address

  

Present Principal Occupation

* Henri de Castries

AXA

25, avenue Matignon

75008 Paris

France

   Chairman of the Board of Directors of AXA Assurances Vie Mutuelle

* Isabelle Azemard

3, Bld Pershing

75017 Paris

France

   Managing Partner of SARL RTDE Conseil

* Catherine Baron

13 avenue de général de Gaulle

Bt 9 résidence de Villebon

91140 Villebon sur Yvette

France

   Manager of the network of pharmacies and consultant in charge of the policy of health related products

* Jean-Louis Bertrand

Espace 2 Méditerrannée

Résidence Grand Parc

Bâtiment B

BP 137

66000 Perpignan

   General insurance agent


* Hubert Fabre

SCP Rozés, Fabre et Associés

9, rue de Villersexel

75007 Paris

France

   Notary

* Octave Manset

75, rue de la Tour

75016 Paris

France

   Vice-Chairman of the Board of Directors of AXA Assurances Vie Mutuelle

* Alain de Marcellus

Cap Gemini

11, rue de Tilsit

75017 Paris

France

   Director of Financial Services of Cap Gemini Group

* François Martineau

Lussan / Societe d’avocats

282, boulevard Saint Germain

75007 Paris

France

   Attorney at law (France)
* Jacques de Peretti    Chairman & Chief Executive Officer of AXA France

* Jean-Claude Puerto Salavert

UCAR

10, rue Louis Pasteur

92100 Boulogne Billancourt

France

   Chairman and Chief Executive Officer of UCAR

* Olivier Riché

47, rue de Verneuil

75007 Paris

France

   Member of the Management Board of Foncière de Paris Company
Matthieu Bébéar    Chief Executive Officer—non Director of AXA Assurances Vie Mutuelle
Amaury de Warenghien    Deputy Chief Executive Officer—non Director of AXA Assurances Vie Mutuelle
Sandrine Duchêne    Deputy Chief Executive Officer—non Director of AXA Assurances Vie Mutuelle

 

* Director
EX-99.14 5 d410163dex9914.htm EX-14 EX-14

Exhibit 14

EXECUTIVE OFFICERS AND DIRECTORS

OF

AXA FINANCIAL, INC.

The names of the Directors and the names and titles of the Executive Officers of AXA Financial, Inc. (“AXF”), which is the sole member of AXA Equitable Financial Services, LLC, and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is that of AXF at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXF and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

Josh Braverman   

Senior Executive Vice President and Treasurer

Senior Executive Director and Treasurer, AXA Equitable Life Insurance Company

* Thomas Buberl (1)

AXA

25, avenue Matignon

75008 Paris

France

  

Chief Executive Officer, AXA

Chairman of the Board, AXF

Marine de Boucaud   

Senior Executive Vice President and Chief Human Resources Officer

Senior Executive Director and Chief Human Resources Officer, AXA Equitable Life Insurance Company

* Ramon de Oliveira (1)

580 Park Avenue

New York, NY 10065

   Managing Director, Investment Audit Practice, LLC
* Barbara Fallon-Walsh    Former Head of Institutional Retirement Plan Services, The Vangaurd Group, Inc.
Dave S. Hattem   

Senior Executive Vice President and General Counsel

Senior Executive Director and General Counsel, AXA Equitable Life Insurance Company

Mike Healy   

Senior Executive Vice President and Chief Information Officer

Senior Executive Director and Chief Information Officer, AXA Equitable Life Insurance Company


Name, Business Address

  

Present Principal Occupation

Adrienne Johnson   

Senior Executive Vice President and Chief Transformation Officer

Senior Executive Director and Chief Transformation Officer, AXA Equitable Life Insurance Company

* Daniel G. Kaye    Former partner at Ernst & Young
Anders Malmström (3)   

Senior Executive Vice President and Chief Financial Officer

Senior Executive Director and Chief Financial Officer, AXA Equitable Life Insurance Company

* Kristi A. Matus    Former Executive Vice President and Chief Financial & Administrative Officer of athenahealth, Inc.
* Mark Pearson (2)   

President and Chief Executive Officer

Chairman of the Board and Chief Executive Officer, AXA Equitable Life Insurance Company

* Bertram L. Scott

Novant Health

108 Providence Road

Charlotte, NC 28207

   Senior Vice President of population health
* George Stansfield    Group General Secretary, AXA
* Richard C. Vaughan    Former Executive Vice President and Chief Financial Officer, Lincoln Financial Group
Brian Winikoff   

Senior Executive Vice President and Head of U.S. Life, Retirement and Wealth Management

Senior Executive Director and Head of U.S. Life, Retirement and Wealth Management, AXA Equitable Life Insurance Company

 

* Director
(1) Citizen of the Republic of France
(2) Citizen of the United Kingdom
(3) Citizen of Switzerland

 

EX-99.15 6 d410163dex9915.htm EX-15 EX-15

Exhibit 15

EXECUTIVE OFFICERS AND DIRECTORS

OF

AXA EQUITABLE FINANCIAL SERVICES, LLC

The names of the Directors and the names and titles of the Executive Officers of AXA Equitable Financial Services, LLC (“AXA Equitable Financial”) and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXA Equitable Financial and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

Josh Braverman   

Senior Executive Director and Treasurer

Senior Executive Director and Treasurer, AXA Equitable Life Insurance Company

Marine de Boucaud   

Senior Executive Director and Chief Human Resources Officer

Senior Executive Director and Chief Human Resources Officer, AXA Equitable Life Insurance Company

* Mark Pearson (1)   

Chairman of the Board, President and Chief Executive Officer

Chairman of the Board, President and Chief Executive Officer, AXA Equitable Life Insurance Company

* Dave S. Hattem   

Senior Executive Director and General Counsel

Senior Executive Director and General Counsel, AXA Equitable Life Insurance Company

Mike Healy   

Senior Executive Director and Chief Information officer

Senior Executive Director and Chief Information Officer, AXA Equitable Life Insurance Company

Adrienne Johnson   

Senior Executive Director and Chief Transformation Officer

Senior Executive Director and Chief Transformation Officer, AXA Equitable Life Insurance Company

* Anders Malmström (2)   

Senior Executive Director and Chief Financial Officer

Senior Executive Director and Chief Financial Officer, AXA Equitable Life Insurance Company


Name, Business Address

  

Present Principal Occupation

Brian Winikoff   

Senior Executive Director and Head of U.S. Life, Retirement and Wealth Management

Senior Executive Director and Head of U.S. Life, Retirement and Wealth Management, AXA Equitable Life Insurance Company

 

* Director
(1) Citizen of the United Kingdom
(2) Citizen of Switzerland

 

EX-99.16 7 d410163dex9916.htm EX-16 EX-16

Exhibit 16

EXECUTIVE OFFICERS AND DIRECTORS

OF

AXA EQUITABLE LIFE INSURANCE COMPANY

The names of the Directors and the names and titles of the Executive Officers of AXA Equitable Life Insurance Company (“AXA Equitable”), which is the sole member of Equitable Holdings, LLC, and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is that of AXA Equitable at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXA Equitable and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

Josh Braverman   

Senior Executive Director and Treasurer

Senior Executive Vice President and Treasurer, AXA Financial, Inc.

* Thomas Buberl (1)

AXA

25, avenue Matignon

75008 Paris

France

  

Chief Executive Officer, AXA

Chairman of the Board, AXA Financial, Inc.

Marine de Boucaud   

Senior Executive Director and Chief Human Resources Officer

Senior Executive Vice President and Chief Human Resources Officer, AXA Financial, Inc.

* Ramon de Oliveira (1)

580 Park Avenue

New York, NY 10065

   Managing Director, Investment Audit Practice, LLC
* Barbara Fallon-Walsh    Former Head of Institutional Retirement Plan Services, The Vangaurd Group, Inc.
Dave S. Hattem   

Senior Executive Director and General Counsel

Senior Executive Vice President and General Counsel, AXA Financial, Inc.

Mike Healy   

Senior Executive Director and Chief Information Officer

Senior Executive Vice President and Chief Information Officer, AXA Financial, Inc.


Name, Business Address

  

Present Principal Occupation

Adrienne Johnson   

Senior Executive Director and Chief Transformation Officer

Senior Executive Vice President and Chief Transformation Officer, AXA Financial, Inc.

* Daniel G. Kaye    Former partner at Ernst & Young
Anders Malmström (3)   

Senior Executive Director and Chief Financial Officer

Senior Executive Vice President and Chief Financial Officer, AXA Financial, Inc.

* Kristi A. Matus    Former Executive Vice President and Chief Financial & Administrative Officer of athenahealth, Inc.
* Mark Pearson (2)   

Chairman, President and Chief Executive Officer

President and Chief Executive Officer, AXA Financial, Inc.

* Bertram L. Scott

Novant Health

108 Providence Road

Charlotte, NC 28207

   Senior Vice President of population health
* George Stansfield    Group General Secretary, AXA
* Richard C. Vaughan    Former Executive Vice President and Chief Financial Officer, Lincoln Financial Group
Brian Winikoff   

Senior Executive Director and Head of U.S. Life, Retirement and Wealth Management

Senior Executive Vice President and Head of U.S. Life, Retirement and Wealth Management, AXA Financial, Inc.

 

* Director
(1) Citizen of the Republic of France
(2) Citizen of the United Kingdom
(3) Citizen of Switzerland

 

EX-99.17 8 d410163dex9917.htm EX-17 EX-17

Exhibit 17

EXECUTIVE OFFICERS AND DIRECTORS

OF

ACMC, LLC

The names of the Directors and the names and titles of the Executive Officers of ACMC, LLC and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is that of ACMC, LLC at 1290 Avenue of the Americas, New York, New York, 10104. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to ACMC, LLC and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

* Joshua E. Braverman   

Senior Executive Vice President and Chief Financial Officer

Senior Executive Director and Treasurer, AXA Equitable Life Insurance Company

* Anders Malmström (1)   

Chairman of the Board, President and Chief Executive Officer

Senior Executive Director and Chief Financial Officer, AXA Equitable Life Insurance Company

 

* Director
(1) Citizen of Switzerland

 

EX-99.18 9 d410163dex9918.htm EX-18 EX-18

Exhibit 18

EXECUTIVE OFFICERS AND DIRECTORS

OF

MONY LIFE INSURANCE COMPANY OF AMERICA

The names of the Directors and the names and titles of the Executive Officers of MONY Life Insurance Company of America (“MLOA”), and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is that of MLOA at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to MLOA and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

Josh Braverman   

Senior Executive Vice President and Treasurer

Senior Executive Vice President and Treasurer, AXA Financial, Inc.

* Thomas Buberl (1)

AXA

25, avenue Matignon

75008 Paris

France

  

Chief Executive Officer, AXA

Chairman of the Board, AXF

Marine de Boucaud   

Senior Executive Vice President and Chief Human Resources Officer

Senior Executive Vice President and Chief Human Resources Officer, AXA Financial, Inc.

* Ramon de Oliveira (1)

580 Park Avenue

New York, NY 10065

   Managing Director, Investment Audit Practice, LLC
* Barbara Fallon-Walsh    Former Head of Institutional Retirement Plan Services, The Vangaurd Group, Inc.
Dave S. Hattem   

Senior Executive Vice President and General Counsel

Senior Executive Vice President and General Counsel, AXA Financial, Inc.

Mike Healy   

Senior Executive Vice President and Chief Information Officer

Senior Executive Vice President and Chief Information Officer, AXA Financial, Inc.


Name, Business Address

  

Present Principal Occupation

Adrienne Johnson   

Senior Executive Vice President and Chief Transformation Officer

Senior Executive Vice President and Chief Transformation Officer, AXA Financial, Inc.

* Daniel G. Kaye    Former partner at Ernst & Young
Anders Malmström (3)   

Senior Executive Vice President and Chief Financial Officer

Senior Executive Vice President and Chief Financial Officer, AXA Financial, Inc.

* Kristi A. Matus    Former Executive Vice President and Chief Financial & Administrative Officer of athenahealth, Inc.
* Mark Pearson (2)   

Chairman, President and Chief Executive Officer

President and Chief Executive Officer, AXA Financial, Inc.

* Bertram L. Scott

Novant Health

108 Providence Road

Charlotte, NC 28207

   Senior Vice President of population health
* George Stansfield    Group General Secretary, AXA
* Richard C. Vaughan    Former Executive Vice President and Chief Financial Officer, Lincoln Financial Group
Brian Winikoff   

Senior Executive Vice President and Head of U.S. Life, Retirement and Wealth Management

Senior Executive Vice President and Head of U.S. Life, Retirement and Wealth Management, AXA Financial, Inc.

 

* Director
(1) Citizen of the Republic of France
(2) Citizen of the United Kingdom
(3) Citizen of Switzerland

 

EX-99.19 10 d410163dex9919.htm EX-19 EX-19

Exhibit 19

EXECUTIVE OFFICERS AND DIRECTORS

OF

AXA AMERICA HOLDINGS, INC.

The names of the Directors and the names and titles of the Executive Officers of AXA America Holdings, Inc. (“AXA America”) and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is that of AXA America at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXA America and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

* Thomas Buberl (1)

AXA

25, avenue Matignon

75008 Paris, France

   Chief Executive Officer, AXA

* Gerald Harlin (1)

AXA

25, avenue Matignon

75008 Paris, France

  

Chairman and Chief Executive Officer

Group Chief Financial Officer, AXA

* Anders Malmström (2)   

Senior Executive Vice President

Senior Executive Director and Chief Financial Officer, AXA Equitable Life Insurance Company

* Mark Pearson (3)   

President

Chairman, President and Chief Executive Officer, AXA Equitable Life Insurance Company

 

* Director
(1) Citizen of the Republic of France
(2) Citizen of Switzerland
(3) Citizen of the United Kingdom

 

EX-99.20 11 d410163dex9920.htm EX-20 EX-20

Exhibit 20

EXECUTIVE OFFICERS AND DIRECTORS

OF

AXA AMERICA CORPORATE SOLUTIONS, INC.

The names of the Directors and the names and titles of the Executive Officers of AXA America Corporate Solutions, Inc. (“AACS”) and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is that of AACS at 125 Broad Street, New York, New York 10004. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AACS and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

* Wei Chez    Vice President and Treasurer
* Tom Taylor (1)    President and Chief Executive Officer
* Sylvain Villeroy de Galhau (2)    Chairman of the Board

 

* Director
(1) Citizen of the United Kingdom
(2) Citizen of the Republic of France

 

EX-99.21 12 d410163dex9921.htm EX-21 EX-21

Exhibit 21

EXECUTIVE OFFICERS AND DIRECTORS

OF

COLISEUM REINSURANCE COMPANY

The names of the Directors and the names and titles of the Executive Officers of Coliseum Reinsurance Company (“Coliseum”) and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is that of Coliseum at 125 Broad Street, New York, New York 10004. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Coliseum and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

* Wei Chez    Vice President, Chief Financial Officer and Treasurer
* Tom Taylor (1)    President and Chief Executive Officer
* Sylvain Villeroy de Galhau (2)    Chairman of the Board

 

* Director
(1) Citizen of the United Kingdom
(2) Citizen of the Republic of France
EX-99.22 13 d410163dex9922.htm EX-22 EX-22

Exhibit 22

EXECUTIVE OFFICERS AND DIRECTORS

OF

AXA-IM HOLDING U.S. INC.

The names of the Directors and the names and titles of the Executive Officers of AXA-IM Holding U.S. Inc. (“AXA-IM Holding”) and their business addresses and principal occupations are set forth below. If no address is given, the Director’s or Executive Officer’s business address is that of AXA-IM Holding at 100 West Putnam Avenue, Greenwich, CT 06830. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to AXA-IM Holding and each individual is a United States citizen.

 

Name, Business Address

  

Present Principal Occupation

*  Andrea Rossi (1)

Tour Majunga

6, Place de la Pyramide

92800 Puteaux

France

   Chief Executive Officer, AXA Investment Managers

Marcello Arona (1)

   Regional CFO, Americas, AXA Investment Managers and Treasurer

*  Joseph Pinto (2)

Tour Majunga

6, Place de la Pyramide

92800 Puteaux

France

   Chief Operating Officer, AXA Investment Managers

 

* Director
(1) Citizen of Italy
(2) Citizen of the Republic of France