S-3MEF

Filed with the Securities and Exchange Commission on March 14, 2022

Registration No. 333-                

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY

(Exact name of registrant as specified in its charter)

NEW YORK

(State or other jurisdiction of incorporation or organization)

13-5570651

(I.R.S. Employer Identification No.)

1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104

(212) 554-1234

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

SHANE DALY

VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY

1290 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10104

(212) 554-1234

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon after the effective date of this Registration Statement as is practicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:    ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration statement number of the earlier effective registration statement for the same offering.    ☒

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the commission pursuant to Rule 462(e) under the Securities Act, check the following box.    ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    ☐

Pursuant to Rule 429 under the Securities Act of 1933, the prospectus contained herein also relates to Registration Statement No. 333-253036. Upon effectiveness, this Registration Statement, which is a new Registration Statement, will also act as a post-effective amendment to such earlier Registration Statement.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. [_]

THIS REGISTRATION SHALL BECOME EFFECTIVE UPON FILING WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT.

EXPLANATORY NOTE

This Registration Statement on Form S-3 is being filed for the sole purpose of registering additional interests in the Registrant’s Structured Investment Option^® available under the Structured Capital Strategies^® 16 contracts (“contracts”). The Registrant is registering an additional $740,000,000.00 of securities equal to no more than 20% of the securities eligible to be sold under the Registrant’s prior Registration Statement for the contracts. The contents of such prior Registration Statement (File No. 333-253036) are incorporated by reference into this Registration Statement.

EXHIBIT INDEX

(5)	Opinion of Shane Daly, Vice President and Associate General Counsel, filed herewith.
(23)	Consent of independent registered public accounting firm, filed herewith.
(24)	Powers of Attorney, filed herewith.
(Ex-107)	Filing Fees Table, filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and State of New York, on this 14 day of March, 2022.

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY
	(Registrant)
By:	/s/ Shane Daly
	Shane Daly
	Vice President and Associate General Counsel

As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

PRINCIPAL EXECUTIVE OFFICER:
*Mark Pearson	Chief Executive Officer and Director
PRINCIPAL FINANCIAL OFFICER:
*Robin Raju	Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
*William Eckert	Chief Accounting Officer

*DIRECTORS:
Francis Hondal Daniel G. Kaye	Joan Lamm-Tennant Kristi Matus Mark Pearson	Bertram Scott George Stansfield Charles G.T. Stonehill

*By:	/s/ Shane Daly
	Shane Daly
	Attorney-in-Fact

March 14, 2022

EX-99.5

	SHANE DALY
	Vice President
	and Associate General Counsel
	(212) 314-3912
	(212) 314-3959
[EQUITABLE FINANCIAL]	LAW DEPARTMENT
	March 14, 2022

Equitable Financial Life Insurance Company

1290 Avenue of the Americas

New York, NY 10104

Dear Sirs:

This opinion is furnished in connection with the filing by Equitable Financial Life Insurance Company (“Equitable Financial”) of a Form S-3 Registration Statement of Equitable Financial for the purpose of registering Interests in the Structured Investment Option^® (“Interests”) under the Securities Act of 1933.

I have examined such corporate records of Equitable Financial and provisions of the New York insurance law as are relevant to authorization and issuance of the Interests and such other documents and laws as I consider appropriate. On the basis of such examination, it is my opinion that:

1. Equitable Financial is a corporation duly organized and validly existing under the laws of the State of New York.

2. The Interests are duly authorized and when issued in accordance with applicable regulatory approvals will represent legally issued, fully paid, non-assessable and binding obligations of Equitable Financial.

I hereby consent to the use of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Shane Daly

Shane Daly

EX-99.23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Equitable Financial Life Insurance Company of our report dated February 24, 2022 relating to the consolidated financial statements and financial statement schedules, which appears in Equitable Financial Life Insurance Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ PricewaterhouseCoopers LLP

Charlotte, North Carolina

March 14, 2022

EX-99.24

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of Equitable Financial Life Insurance Company (the “Company”), a New York stock life insurance company, hereby constitutes and appoints José Ramón González, Kurt Meyers, Ralph A. Petruzzo, Nicholas Huth, Shane Daly and Robert Negron, each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Forms 10-K, 10-Q or 8-K) and any and all registration statements (and amendments thereto) by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to the “Registration Statements,” as defined below, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:

Separate Account No. 45 of Equitable Financial Life Insurance Company (811-08754)

33-83750

333-44996

333-61380

333-64751

333-73121

Form N-4 registration statement(s) to be filed as necessary.

Separate Account No. 49 of Equitable Financial Life Insurance Company (811-07659)

333-05593	333-142414
333-31131	333-160951
333-60730	333-165395
333-64749	333-207256
333-79379	333-216084
333-96177	333-254385
333-127445	333-258709
333-137206

Form N-4 registration statement(s) to be filed as necessary.

Separate Account No. 70 of Equitable Financial Life Insurance Company (811-22651)

333-178750	333-220167
333-182795	333-220168
333-182796	333-229766
333-182903	333-229769
333-190033	333-248863
333-202147

Form N-4 registration statement(s) to be filed as necessary.

EFLIC

Separate Account A of Equitable Financial Life Insurance Company (811-01705)

2-30070	333-137052
33-47949	333-141082
33-58950	333-141292
333-19925	333-146143
333-81393	333-153809
333-81501	333-186807
333-130988	333-218513

Form N-4 registration statements for EQUI-VEST^® contracts currently included in Reg. No. 2-30070 (EQUI-VEST^® Individual, EQUI-VEST^® Employer Sponsored, EQUI-VEST^® Vantage^SM, EQUI-VEST^® TSA Advantage^SM )

Form N-4 registration statements to be filed as necessary.

Equitable Financial Life Insurance Company

333-142453	333-236431
333-142454	333-236436
333-142455	333-236438
333-142456	333-236441
333-142457	333-236442
333-142458	333-236443
333-142459	333-236445
333-142461	333-248967
333-203542	333-251414
333-214140	333-253035
333-216769	333-253036
333-216770	333-253137
333-216772	333-254384
333-222322	333-258708
333-223717	333-258880
333-229568
333-229588

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests under certain flexible annuity contracts of the Accumulator^® line of variable annuity products.

Form S-1 or S-3 registration statements to be filed as necessary for Market Value Adjustment interests under certain flexible annuity contracts of the EQUI-VEST^® line of variable annuity products.

Form S-1 or S-3 registration statements to be filed, as necessary, for index-linked investment options to be offered in connection with certain flexible annuity contracts. This includes, but is not limited to, the Structured Investment Option, Structured Capital Strategies^®, Structured Capital Strategies^® 16, Structured Capital Strategies^® PLUS, Structured Capital Strategies^® PLUS Guard, Structured Capital Strategies^® PLUS 21 and Structured Capital Strategies^® Income.

Form S-1 or S-3 registration statements to be filed, as necessary, for index-linked investment options to be offered in connection with certain flexible premium variable life insurance policies. This includes, but is not limited to, each Market Stabilizer Option^®.

Form S-1 or S-3 registration statement(s) to be filed, as necessary, relating to funding agreements issued as an alternative to an escrow account.

Form S-1, S-3, N-3, N-4 or N-6 registration statements to be filed, as necessary, including but not limited to, any registration statements filed to continue the offering of, and/or register more securities for, any securities offered by the registration statements identified above.

EFLIC

Separate Account 301 of Equitable Financial Life Insurance Company (811-03301)

2-74667

Form N-4 registration statement(s) to be filed as necessary.

Separate Account FP of Equitable Financial Life Insurance Company (811-04335)

333-17639	333-132200
333-17641	333-134307
333-17663	333-207015
333-17665	333-229235
333-17669	333-229236
333-17671	333-232418
333-76130	333-232533
333-103199	333-256251
333-103202	333-257925
333-115985

Form N-6 registration statement(s) to be filed as necessary.

Separate Account I of Equitable Financial Life Insurance Company (811-02581)

333-17633

Form N-6 registration statements(s) to be filed as necessary.

The undersigned has hereunto set his or her hand this 20th day of September, 2021.

Signature	Title
/s/ Daniel G. Kaye Daniel G. Kaye	Director
/s/ Francis Hondal Francis Hondal	Director
/s/ Joan Lamm-Tennant Joan Lamm-Tennant	Director
/s/ Kristi Matus Kristi Matus	Director
/s/ Ramon de Oliveira Ramon de Oliveira	Chairman of the Board and Director
/s/ Mark Pearson Mark Pearson	Chief Executive Officer and Director
/s/ Bertram Scott Bertram Scott	Director

EFLIC

Signature	Title
/s/ George Stansfield George Stansfield	Director
/s/ Charles G.T. Stonehill Charles G.T. Stonehill	Director
/s/ Robin Raju Robin Raju	Senior Executive Director and Chief Financial Officer
/s/ William Eckert William Eckert	Managing Director and Chief Accounting Officer

EFLIC

EX-FILING FEES

Calculation of Filing Fee Tables

S-3

(Form Type)

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered(1)

Proposed Maximum Offering Price Per Unit(1)

Maximum Aggregate Offering Price(1)

Fee Rate

Amount of Registration Fee(2)

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward(2)

Newly Registered Securities

Fees to Be Paid

Other

Interests in Structured Investment Option

457(o)

$740,000,000

NA

$740,000,000

$92.70

$68,598

Fees Previously Paid

Carry Forward Securities

Carry Forward Securities

Other

Interests in Structured Investment Option

415(a)(6)

$300,000

$300,000

S-3

333- 253036

5-1-2021

$32.73

Total Offering Amounts

$740,300,000

$68,598

Total Fees Previously Paid

Total Fee Offsets

Net Fee Due

$68,598

(1) The proposed maximum aggregate offering price is estimated solely for the purposes of determining the registration fee. The Registrant previously registered securities at a maximum aggregate offering price of $3,700,000,000 on the Registration Statement Form S-3 (File No. 333-253036), which was declared effective on May 1, 2021 (prior Registration Statement). This new Registration Statement is being filed in accordance with Rule 462(b) under the Securities Act of 1933, as amended to register an additional amount of securities ($740,000,000) having a proposed maximum aggregate offering price of no more than 20% of the offering price of the securities eligible to be sold under the prior Registration Statement. In no event will the aggregate maximum offering price of all securities issued pursuant to this Registration Statement exceed the $740,000,000 plus the $300,000 carried forward.

(2) Of the $3,700,000,000 of units of interest in Structured investment option registered under the Registration Statement File No. 333-253036 on Form S-3 effective on May 1, 2021, for which a filing fee of $403,670 was paid, $300,000 remain registered and unsold, and are being carried forward pursuant to Rule 415(a)(6). A payment of $68,598 for an additional $740,000,000 of units of interest has been wired to U.S. Bank of St. Louis, MO for deposit into the Commission’s account.

1

Table 2: Fee Offset Claims and Sources

	Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources

Table 3: Combined Prospectuses

Security Type   Security
Class Title   Amount of Securities
Previously Registered   Maximum Aggregate
Offering Price of Securities
Previously Registered   Form
Type   File
Number   Initial Effective
Date  

2