SC 13G/A 1 mdyv1231_g.txt Page 1 of 10 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities exchange Act of 1934 (Amendment No. 1)* SPDR S&P 400 MID CAP VALUE ETF ----------------------------------------------------- (NAME OF ISSUER) COM NEW ----------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 78464A839 ----------------------------------------------------- (CUSIP NUMBER) December 31, 2013 ----------------------------------------------------- (Date of event which requires filing of this Statement) this Schedule is filed: X Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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 PAGE(S)) CUSIP NO. 78464A839 13G Page 2 of 10 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances I.A.R.D. Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 0 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 23,094 December 31, 2013 BY EACH 7. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 23,094 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 23,094 REPORTING PERSON (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.4% 12. TYPE OF REPORTING PERSON * HC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 78464A839 13G Page 3 of 10 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances Vie Mutuelle 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 0 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 23,094 December 31, 2013 BY EACH 7. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 23,094 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 23,094 REPORTING PERSON (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.4% 12. TYPE OF REPORTING PERSON * HC CUSIP NO. 78464A839 13G Page 4 of 10 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES 5. SOLE VOTING POWER 0 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 23,094 December 31, 2013 BY EACH 7. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 23,094 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 23,094 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.4% 12. TYPE OF REPORTING PERSON * HC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 78464A839 13G Page 5 of 10 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Financial, Inc. 13-3623351 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF SHARES 5. SOLE VOTING POWER 0 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 23,094 December 31, 2013 BY EACH 7. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 23,094 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 23,094 REPORTING PERSON (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * [X] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.4% 12. TYPE OF REPORTING PERSON * HC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 78464A839 13G Page 6 of 10 Pages Item 1(a) Name of Issuer: SPDR S&P 400 MID CAP VALUE ETF Item 1(b) Address of Issuer's Principal Executive Offices: 11 WALL STREET NEW YORK, NY 10005 Item 2(a) and (b) Name of Person Filing and Address of Principal Business Office: This Schedule 13G is being filed by AXA Financial, Inc.; AXA, which owns AXA Financial, Inc.; and the Mutuelles AXA, which as a group control AXA AXA Assurances I.A.R.D Mutuelle, and AXA Assurances Vie Mutuelle, 26, rue Drouot 75009 Paris, France as a group (collectively, the 'Mutuelles AXA'). AXA 25, avenue Matignon 75008 Paris, France AXA Financial, Inc. 1290 Avenue of the Americas New York, New York 10104 (Please contact Lauren Day (212-314-3731) with any questions.) 13G Page 7 of 10 Pages Item 2(c) Citizenship: Mutuelles AXA and AXA - France AXA Financial, Inc. - Delaware Item 2(d) Title of Class of Securities: COM NEW Item 2(e) Cusip Number: 78464A839 Item 3. Type of Reporting Person: AXA Financial, Inc. as a parent holding company, in accordance with 240.13d-1(b)(ii)(G). The Mutuelles AXA, as a group, acting as a parent holding company. AXA as a parent holding company. 13G Page 8 of 10 Pages Item 4. Ownership as of December 31, 2013 (a) Amount Beneficially Owned: 23,094 shares of common stock (b) Percent of Class: 2.4% (c) Deemed Voting Power and Disposition Power:
(i) (ii) (iii) (iv) Deemed Deemed Deemed Deemed to have to have to have to have Sole Power Shared Power Sole Power Shared Power to Vote to Vote to Dispose to Dispose or to or to or to or to Direct Direct Direct the Direct the the Vote the Vote Disposition Disposition ------------ ------------ ------------ ------------ AXA Financial, Inc., 0 23,094 0 23,094 through its subsidiaries
Each of the Mutuelles AXA, as a group, and AXA expressly declares that the filing of this Schedule 13G shall not be construed as an admission that it is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G. AllianceBernstein L.P. is a majority owned subsidiary of AXA Financial, Inc. and an indirect majority owned subsidiary of AXA SA. AllianceBernstein operates under independent management and makes independent decisions from AXA and AXA Financial and their respective subsidiaries and AXA and AXA Financial calculate and report beneficial ownership separately from AllianceBernstein pursuant to guidance provided by the Securities and Exchange Commission in Release Number 34-39538 (January 12, 1998). AllianceBernstein may be deemed to share beneficial ownership with AXA reporting persons by virtue of 0 shares of common stock acquired on behalf of the general and special accounts of the affiliated entities for which AllianceBernstein serves as a subadvisor. Each of Alliance Bernstein and the AXA entities reporting herein acquired their shares of common stock for investment purposes in the ordinary course of their investment management and insurance businesses. Page 9 of 10 Pages Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [X] Item 6. Ownership of More than Five Percent on behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reporting on by the Parent Holding Company: This Schedule 13G is being filed by AXA Financial, Inc.; AXA, which owns AXA Financial, Inc.; and the Mutuelles AXA, which as a group control AXA: (X) in the Mutuelles AXAs' capacity, as a group, acting as a parent holding company with respect to the holdings of the following AXA entity or entities: (X) in AXA's capacity as a parent holding company with respect to the holdings of one or more of the following entities: AXA Investment Managers AXA Investment Managers UK Ltd. AXA Konzern AG AXA Rosenberg Investment Management LLC (X) in AXA Financial, Inc.'s capacity as a parent holding company with respect to the holdings of one or more of the following entities: AXA Equitable Life Insurance Company Mony Life Insurance Company Page 10 of 10 Pages Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: By signing below I certify that to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature 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: January 29, 2014 AXA FINANCIAL, INC.* /s/ Allen Zabusky Allen Zabusky Senior Vice President and Controller *Pursuant to the Joint Filing Agreement with respect to Schedule 13G attached hereto as Exhibit I, among AXA Financial, Inc., AXA Assurances I.A.R.D Mutuelle, AXA Assurances Vie Mutuelle, and AXA, this statement Schedule 13G is filed on behalf of each of them.