| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ALLIANCEBERNSTEIN L.P. [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/19/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Units(1) | 12/19/2024 | P(2) | 4,215,140 | A | $35.59 | 57,995,370 | D(3)(4) | |||
| Units(1) | 12/19/2024 | J(5) | 3,766,838 | A | $0 | 61,762,208 | D(3)(4) | |||
| Units(1) | 75,851,289 | I(3)(4) | Held by affiliate | |||||||
| Units(1) | 41,934,582 | I(3)(4) | Held by additional affiliate | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests ("AB Units") in AllianceBernstein L.P. ("AB"). |
| 2. On December 19, 2024, AB entered into an agreement providing for, and consummated, the sale by AB of 4,215,140 AB Units to Equitable Holdings, Inc. ("EQH") for a cash purchase price per AB Units of $35.59. |
| 3. Prior to the Sale and Exchange, EQH beneficially owned directly 53,780,230 AB Units and beneficially owned indirectly 74,406,933 AB Units beneficially owned directly by Alpha Units Holdings, Inc., a wholly-owned subsidiary of EQH, and beneficially owned indirectly 41,934,582 AB Units beneficially owned directly by Alpha Units Holdings II, Inc, also a wholly-owned subsidiary of EQH. |
| 4. In addition to the AB Units reported in this Form 4, the Reporting Person and its affiliates beneficially own AB Units as follows. As of December 19, 2024, Alpha Units Holdings, Inc. beneficially owned 75,851,289 AB Units and Alpha Units Holdings II, Inc. beneficially owned directly 41,934,582 AB Units. For more information on the Reporting Person and its affiliates' holdings of AB Units, see their separate Form 4 filings with respect to AB Units. |
| 5. On December 19, 2024, AB entered into a Master Exchange Agreement ("Exchange Agreement") providing for the issuance by AB of up to 10,000,000 AB Units to EQH and any of its wholly-owned subsidiaries in exchange for an equal number of units ("Holding Units") representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. owned by EQH and such subsidiary, with such exchanges to occur from time to time over the next two years. Each Holding Unit so exchanged will be retired following such exchange. At the time the Exchange Agreement was entered into, AB and EQH exchanged 3,766,838 AB Units and AB and Alpha Units Holdings, Inc. exchanged 1,444,356 AB Units, in each case for an equal number of Holding Units (thereby reducing the 10,000,000 AB Units available for future exchange), and the acquired Holding Units were retired. |
| Remarks: |
| Affiliate of holder of general partnership units. |
| /s/ Michael Brudoley, Assistant Secretary, Equitable Holdings, Inc. | 12/19/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
