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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Units | (1) | 02/08/2007 | J(2) | 8,160,000 | (1) | (1) | Holding Units | 8,160,000 | (2) | 8,160,000 (3) (4) | I (3) (4) | by Partners (3) (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FAY SHARON E C/O ALLIANCEBERNSTEIN L.P. 1345 AVENUE OF THE AMERICAS NEW YORK, NY 10105 |
Executive Vice President | |||
| /s/ Adam Spilka, by pwr. att'y | 02/12/2007 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The units of limited partnership interest in AllianceBernstein L.P. ("Units") are exchangable for units representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding ("Holding Units") upon the satisfaction of a number of conditions, including: (i) the issuance of Holding Units must be exempt from registration pursuant to the Securities Act of 1933, as amended, and AllianceBernstein Holding L.P. ("Holding") must have received any necessary representations, opinions or other documentation in connection with such issuance; (ii) the issuance of the Holding Units must be permissible under the terms of the Amended and Restated Agreement of Limited Partnership of Holding, dated as October 29, 1999; (iii) AXA Equitable Life Insurance Company ("AXA Equitable") must consent to the transfer of the Units to Holding (which AXA Financial, Inc. ("AXA Financial"), AXA Equitable's indirect parent, has agreed to cause AXA Equitable to do); and (iv) SCB Inc. ("SCB") must provide an outside legal opinion, reasonably satisfactory to AllianceBernstein ("AllianceBernstein"), stating that the exchange of Units for Holding Units constitutes a "block transfer" under applicable U.S. Treasury Regulations. As of date hereof, the status of these conditions and their ability to be satisfied at the time of any exchange is not certain. Prior to such exchange, the Reporting Person is not entitled to any rights as a unit holder of Holding. In addition, the number of Holding Units into which the Units are exchangable is subject to adjustment for anti-dilution. |
| (2) | On February 8, 2007, SCB and SCB Partners Inc. ("Partners") delivered an exercise notice to AXA Financial informing AXA Financial of Partners' intention to require AXA Financial (or its designee) to purchase 8,160,000 Units from Partners in accordance with the terms of a purchase agreement, dated as of June 20, 2000 ("Purchase Agreement"), among AXA Financial, AllianceBernstein and SCB. The purchase price for each Unit that may be sold to AXA Financial pursuant to the Purchase Agreement upon delivery of such exercise notice will be the average of the closing prices of a Holding Unit as quoted on the New York Stock Exchange Composite Transaction Tape or as otherwise quoted or reported for the 10 trading days ending on the fifth trading day following February 8, 2007. Following the purchase by AXA Financial (or its designee) of all of the Units in respect of which Partners delivered the exercise notice, Partners will hold 8,160,000 Units. |
| (3) | Upon the purchase by AXA Financial (or its designee) of all of the Units in respect of which Partners delivered the exercise notice, Partners may be deemed to own beneficially and directly 8,160,000 Units. Partners is a direct, wholly-owned subsidiary of SCB. SCB, through its ownership of Partners, may be deemed to own beneficially and indirectly 8,160,000 Units following such purchase. SCB disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SCB and Partners disclaim beneficial ownership of the Holding Units that they are entitled to receive upon exchange of the Units because of the uncertainties described in note 1. Upon such exchange, however, Partners would be deemed to own beneficially and directly any such Holding Units into which Units were exchanged. SCB would disclaim beneficial ownership of such securities except to the extent of its pecuniary interest therein. |
| (4) | Reporting Person, by virtue of her affiliation with SCB and Partners, may be deemed to own beneficially and indirectly 8,160,000 Units. Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of her pecuniary interest therein. Reporting Person discliams beneficial ownership of the Holding Units that she is entitled to receive upon exchange of the Units because of the uncertainties described in note 1. Upon such exchange, however, Reporting Person would be deemed to own beneficially and indirectly any such Holding Units into which Units were exchanged. Reporting Person would disclaim beneficial ownership of such securities except to the extent of her pecuniary interest therein. |