Sec Form 4 Filing - MONY LIFE INSURANCE CO @ ALLIANCEBERNSTEIN L.P. - 2013-09-23

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
MONY LIFE INSURANCE CO
2. Issuer Name and Ticker or Trading Symbol
ALLIANCEBERNSTEIN L.P. [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1290 AVENUE OF THE AMERICAS
3. Date of Earliest Transaction (MM/DD/YY)
09/23/2013
(Street)
NEW YORK, NY10104
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 of Limited Partnership Interest 09/23/2013 J( 1 ) 6,841,642 D 2,587,472 I ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) By wholly-owned corporation
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MONY LIFE INSURANCE CO
1290 AVENUE OF THE AMERICAS
NEW YORK, NY10104
X
Signatures
/s/ Anders Malmstrom, Senior Executive Vice President and Chief Financial Officer 09/23/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 23, 2013, these units of limited partnership interest ("AB Capital Units") in AllianceBernstein L.P. ("AllianceBernstein") were transferred by MONY Life Insurance Company ("MONY Life") to AXA Equitable Financial Services, LLC ("AXFS"), its sole shareholder which immediately transferred such units to AXA Financial, Inc. ("AXF"), its sole member.
( 2 )Not applicable.
( 3 )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, including AXF and its subsidiaries and AXA America Corporate Solutions, Inc. and its wholly owned subsidiary, Coliseum Reinsurance Company ("Coliseum Reinsurance") and (ii) 95.535% of the outstanding shares of common stock of AXA IM Rose, Inc. ("AXA IM Rose"), a holding company for a group of asset management companies. AXF is the sole member of AXFS which wholly owns (i) AXA Equitable Life Insurance Company ("AXA Equitable") which in turn owns ACMC, LLC ("ACMC"), (ii) AXA RE Arizona Company (formerly know as AXA Financial (Bermuda) Ltd.) ("AXA Arizona"), and (iii) MONY Life which in turn owns MONY Life Insurance Company of America ("MLOA").
( 4 )As of December 31, 2012, AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle (collectively, "Mutuelles AXA"), directly beneficially owned approximately 13.94% of the issued ordinary shares (representing approximately 21.88% 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.
( 5 )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.
( 6 )In addition to the AB Capital Units reported in this Form 4, affiliates of the Reporting Person beneficially own additional AB Capital Units and units representing assignments of beneficial ownership of limited partnership interests ("Holding Units") in AllianceBernstein Holding L.P. ("Holding") as follows. As of the close of business on September 23, 2013, AXF beneficially owned 22,118,579 AB Capital Units; ACMC beneficially owned 1,444,356 Holding Units and 95,321,112 AB Capital Units; AXA IM Rose, 41,934,582 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.
( 7 )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.

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.