1. Name and Address of Reporting Person
*
ACMC INC
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2. Issuer Name
and
Ticker or Trading Symbol
ALLIANCEBERNSTEIN HOLDING L.P.
[
AB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Filed by mult. reporting pers.
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(Last)
(First)
(Middle)
1290 AVENUE OF THE AMERICAS,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/30/2009
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(Street)
NEW YORK, NY 10104
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Explanation of Responses:
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(
1)
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Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests ("Units") in AllianceBernstein Holding L.P. ("Holding").
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(
2)
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These Units are directly owned by ACMC, Inc. ("ACMC"), an indirect wholly-owned subsidiary of AXA Financial, Inc. ("AXA Financial").
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(
3)
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AXA indirectly owns all of the common stock of (i) AXA America Holdings, Inc. ("AXA America"), a holding company for a group of insurance and related financial services companies, including AXA Financial and its subsidiaries and AXA America Corporate Solutions, Inc. ("AACS") and its wholly owned subsidiary, Coliseum Reinsurance Co ("Coliseum Reinsurance") and (ii) AXA IM Rose, Inc. ("AXA IM Rose"), a holding company for a group of asset management companies. As of December 31, 2008, AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle (collectively, "Mutuelles AXA"), directly and indirectly owned approximately 14.29% of the issued ordinary shares (representing approximately 23.10% 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.
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(
4)
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AXA has deposited its shares of common stock ("Common Stock") of AXA Financial 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 will exercise all voting rights wth 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.
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(
5)
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In addition to the Units reported in this Form 4, the Reporting Persons beneficially own units of limited partnership interests ("AB Units") in AllianceBernstein L.P. ("AllianceBernstein") as follows. As of March XY, 2009, ACMC beneficially owned directly 66,220,822 AB Units; AXA Equitable, 29,100,290 AB Units; AXA Financial (Bermuda) Ltd., 15,276,937 AB Units; AXA IM Rose, 41,934,582 AB Units; Coliseum Reinsurance, 8,160,000 AB Units; MONY Life, 6,841,642 AB Units; MLOA, 2,587,472 AB 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.
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(
6)
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On March 30, 2009, AXA America contributed 8,160,000 AB Units to AACS, a wholly-owned subsidiary of AXA America, which immediately contributed the 8,160,000 AB Units to Coliseum Reinsurance, a wholly-owned subsidiary of AACS. Additionally, on March 30, 2009, AXA IM Rose purchased 41,934,582 AB Units from AXA Financial (Bermuda) Ltd. for a purchase price of $14.308 per AB Unit. The transfers of AB Units to Coliseum Reinsurance and AXA IM Rose, as more fully described above, are internal transfers within the consolidated AXA Group for capital management purposes that do not change the aggregate holdings of AB Units by AXA and its affiliates ("AXA Group"). Coliseum Reinsurance and AXA IM Rose intend to hold their AB Units for passive investment purposes as part of the AXA Group's overall strategic holding in AllianceBernstein.
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(
7)
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For more information on the Reporting Persons' holdings of AB Units, see their separate Form 4 filings with respect to AB Units.
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(
8)
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The AB Units are highly illiquid, and the ability of a holder of AB Units to exchange them in the future for Holding Units if it so desires is substantially limited. In general, transfers of AB 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.
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(
9)
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These Units are directly owned by AXA Equitable.
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(
10)
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As used in this Form 4, "AXA Equitable" refers to AXA Equitable Life Insurance Company; "MONY Life" refers to MONY Life Insurance Company; and "MLOA" refers to MONY Life Insurance Company of America. AXA Equitable, MONY Life and MLOA are indirect wholly owned subsidiaries of AXA Financial.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ACMC INC
1290 AVENUE OF THE AMERICAS
NEW YORK, NY 10104
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Filed by mult. reporting pers.
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AXA
25 AVENUE MATIGNON
PARIS, I0 75008
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Filed by mult. reporting pers.
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AXA EQUITABLE LIFE INSURANCE CO
1290 AVENUE OF THE AMERICAS
NEW YORK, NY 10104
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Filed by mult. reporting pers.
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AXA FINANCIAL (BERMUDA) LTD.
C/O 1290 AVENUE OF AMERICAS
NEW YORK, NY 10104
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Filed by mult. reporting pers.
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AXA AMERICA HOLDINGS, INC.
1290 AVENUE OF THE AMERICAS
NEW YORK, NY 10104
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Filed by mult. reporting pers.
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AXA America Corporate Solutions, Inc.
17 STATE STREET
37TH FLOOR
NEW YORK, NY 10004
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Filed by mult. reporting pers.
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Coliseum Reinsurance Co
17 STATE STREET
37TH FLOOR
NEW YORK, NY 10004
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Filed by mult. reporting pers.
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MONY LIFE INSURANCE CO
1290 AVENUE OF THE AMERICAS
NEW YORK, NY 10104
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Filed by mult. reporting pers.
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MONY LIFE INSURANCE CO OF AMERICA
1290 AVENUE OF THE AMERICAS
NEW YORK, NY 10104
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Filed by mult. reporting pers.
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AXA-IM Rose Inc
ONE FAWCETT PLACE
GREENWICH, CT 06830
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Filed by mult. reporting pers.
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