Sec Form 4 Filing - HURD JEFFREY J @ AXA Equitable Holdings, Inc. - 2018-05-09

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
HURD JEFFREY J
2. Issuer Name and Ticker or Trading Symbol
AXA Equitable Holdings, Inc. [ EQH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior EVP & COO
(Last)
(First)
(Middle)
C/O AXA EQUITABLE HOLDINGS, INC., 1290 AVENUE OF THE AMERICAS
3. Date of Earliest Transaction (MM/DD/YY)
05/09/2018
(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
Common Stock 05/09/2018 A 18,500 ( 1 ) A $ 0 18,500 D
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
Performance Restricted Stock Units ( 2 ) 05/09/2018 A 18,500 ( 2 ) ( 2 ) Common Stock 18,500 $ 0 18,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HURD JEFFREY J
C/O AXA EQUITABLE HOLDINGS, INC.
1290 AVENUE OF THE AMERICAS
NEW YORK, NY10104
Senior EVP & COO
Signatures
/s/ Christina Banthin, as Attorney-in-Fact for Jeffrey J. Hurd 05/11/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Grant of restricted stock units under the AXA Equitable Holdings, Inc. 2018 Omnibus Equity Incentive Plan exempt under Rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer upon vesting. The restricted stock units vest according to the following schedule: 50% vest on the six-month anniversary of the closing of the initial public offering of the Issuer's common stock (the "Transaction Date"), 25% on the one-year anniversary of the Transaction Date and 25% on the two-year anniversary of the Transaction Date. Vested shares will be delivered to the reporting person within 30 days following the vesting date.
( 2 )Grant of performance restricted stock units (PRSUs) under the AXA Equitable Holdings, Inc. 2018 Omnibus Equity Incentive Plan exempt under Rule 16b-3. Each PRSU represents a contingent right to receive one share of common stock of the Issuer upon vesting. The PRSUs will vest upon and subject to achievement of the following criteria: (i) the Issuer's common stock achieving a market price of $26.00 for 30 consecutive days prior to May 14, 2020, or (ii) if the PRSUs have not vested by May 14, 2020, the Issuer's common stock achieving a market price of $30.00 for 30 consecutive days prior to May 14, 2023. If the PRSUs have not otherwise vested by May 14, 2023, 50% of the PRSUs will vest on May 14, 2023.

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.
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