Sec Form 4 Filing - AXA RE Arizona Co (f/k/a Financial (BERMUDA) Ltd.) @ ALLIANCEBERNSTEIN L.P. - 2013-09-23

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

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1. Name and Address of Reporting Person AXA RE Arizona Co (f/k/a Financial (BERMUDA) Ltd.) 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) 322 WEST ROOSEVELT 3. Date of Earliest Transaction (MM/DD/YY) 09/23/2013 (Street) PHOENIX, AZ85003 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 S 15,276,937 ( 1 ) D $ 21.07 ( 2 ) 0 D ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )

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 AXA RE Arizona Co (f/k/a Financial (BERMUDA) Ltd.) 322 WEST ROOSEVELT PHOENIX, AZ85003 X Signatures /s/ Anders Malmstrom, Chairman 09/23/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 23, 2013, AXA RE Arizona Company (formerly known as AXA Financial (Bermuda) Ltd.) ("AXA Arizona") sold 15,276,837 units of limited partnership interests ("AB Capital Units") in AllianceBernstein L.P. ("AllianceBernstein") to AXA Financial, Inc. ("AXF"). ( 2 )The sales price for the AB Capital Units is equal to the average of the closing prices of a unit representing assignments of beneficial ownership of limited partnership interest ("Holding Units") in AllianceBernstein Holding L.P. ("Holding") as quoted on the New York Stock Exchange composite tape for the five trading days ending on September 20, 2013. ( 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, 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 AXA Equitable Financial Services LLC which wholly owns (i) AXA Equitable Life Insurance Company ("AXA Equitable") which in turn owns ACMC, LLC ("ACMC"), (ii) AXA Arizona, and (iii) MONY Life Insurance Company ("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 Holding Units as follows. As of the close of business on September 23, 2013, AXF beneficially owned directly 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.

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