0001209191-16-088564.txt : 20160105 0001209191-16-088564.hdr.sgml : 20160105 20160105161357 ACCESSION NUMBER: 0001209191-16-088564 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160101 FILED AS OF DATE: 20160105 DATE AS OF CHANGE: 20160105 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-IM Rose Inc CENTRAL INDEX KEY: 0001459848 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29961 FILM NUMBER: 161322275 BUSINESS ADDRESS: STREET 1: ONE FAWCETT PLACE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203 863 8900 MAIL ADDRESS: STREET 1: ONE FAWCETT PLACE CITY: GREENWICH STATE: CT ZIP: 06830 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-01-01 0 0001109448 ALLIANCEBERNSTEIN L.P. NONE 0001459848 AXA-IM Rose Inc ONE FAWCETT PLACE GREENWICH CT 06830 0 0 1 0 Units of Limited Partnership Interest 2016-01-01 4 J 0 41934582 D 0 D On January 1, 2016, AXA-IM Rose Inc. ("AXA-IM Rose") merged into AXA-IM Holding U.S. Inc. ("AXA-IM Holding"), its sole shareholder, and transferred 41,934,582 units of limited partnership interests ("AB Capital Units") in AllianceBernstein L.P. ("AllianceBernstein") to AXA-IM Holding. Not applicable. 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, AXA Financial, Inc. ("AXF") and its subsidiaries and AXA America Corporate Solutions, Inc. and its wholly owned subsidiary, Coliseum Reinsurance Company ("Coliseum Reinsurance") and (ii) 96.23% of the outstanding shares of common stock of AXA-IM Holding, a holding company for a group of asset management companies. AXF is the sole member of AXA Equitable Financial Services, LLC ("AXFS") which wholly owns (i) AXA Equitable Life Insurance Company ("AXA Equitable") which in turn owns ACMC, LLC ("ACMC") and (ii) MONY Life Insurance Company of America ("MLOA"). As of December 31, 2014, AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle (collectively, "Mutuelles AXA"), directly beneficially owned approximately 14.03% of the issued ordinary shares (representing approximately 23.61% 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 AXA-IM Rose beneficially own additional AB Capital Units and Holding Units as follows. As of the close of business on January 1, 2016, AXF beneficially owned directly 43,032,758 AB Capital Units; ACMC beneficially owned 1,444,356 Holding Units and 74,406,933 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. Exhibit List Exhibit 24.1 - Power of Attorney /s/ Anders Malmstrom, as Attorney-in-Fact 2016-01-05 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

Power of Attorney


AXA-IM Rose Inc., a Delaware corporation (the "Corporation"), hereby constitutes
and appoints each of Anders Malmstrom, Andrea Nitzan, Anthony Bruccoleri, Dave
Hattem, Christina Banthin and Ralph Petruzzo, acting singly, as the true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for the Corporation and in the name, place and stead of the
Corporation, in any and all capacities, to execute for and on behalf of the
Corporation, all Schedules 13D, Schedules 13G, Forms 13F, Forms 3, Forms 4 and
Forms 5 as required by the Securities Exchange Act of 1934, as amended, and any
and all amendments or successor filings thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, the issuer and relevant stock exchanges
(individually, each a "Beneficial Ownership Filing").  The Corporation hereby
grants to such attorneys-in-fact and agents of the Corporation full power and
authority to do and perform each and every act and thing requisite and necessary
to be done with respect to executing and filing Beneficial Ownership Filings, as
fully to all intents and purpose as the Corporation might or could, and hereby
ratifies and confirms all that said attorneys-in-fact and agents of the
Corporation or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.

The undersigned acknowledges that the foregoing attorneys-in-fact and agents of
the Corporation, in serving in such capacity at the request of the undersigned,
are not assuming any of the Corporation's responsibilities to comply with
Sections 13(d), 13(f) and 16 of the Securities Exchange Act of 1934.

The powers hereby conferred upon the said attorneys-in-fact and agents shall
continue in force until notice of the revocation of this Power of Attorney has
been received by the said attorneys-in-fact and agents of the Corporation.

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power of
Attorney this 4th day of November, 2014.


					AXA-IM ROSE INC.


					By:  /s/  Andrea Rossi
					     Name:  Andrea Rossi
					     Title:  Director