4//SEC Filing
MASTERS SETH J 4
Accession 0001293386-08-000083
CIK 0001109448other
Filed
Dec 22, 7:00 PM ET
Accepted
Dec 23, 6:29 PM ET
Size
7.8 KB
Accession
0001293386-08-000083
Insider Transaction Report
Form 4
MASTERS SETH J
Executive Vice President
Transactions
- Other
units of limited partnership interest
2008-12-19−8,160,000→ 0 total(indirect: by SCB Partners Inc.)
Footnotes (4)
- [F1]Units of limited partnership interest in AllianceBernstein L.P. ("Units")
- [F2]AXA Financial, Inc. ("AXF") entered into a purchase agreement with SCB Inc. (f/k/a Sanford C. Bernstein Inc., "SCB") and AllianceBernstein L.P. ("AllianceBernstein"), dated as of June 20, 2000 (the "Purchase Agreement"), pursuant to which AXF granted SCB the right, beginning on the second anniversary of the closing of AllianceBernstein's acquisition of substantially all of the assets and liabilities of SCB (the "Acquisition"), to cause AXF (or its designee) to purchase Units received by SCB as part of consideration for the Acquisition (in the aggregate, such Units are referred to herein as the "Equity Consideration"). This right is exercisable no more than once annually during each of the eight years following the second anniversary of the closing of the Acquisition (October 2, 2000), in an amount not to exceed 20% of the Units paid to SCB as part of the Equity Consideration per year and subject to deferral under certain circumstances.
- [F3]On December 19, 2008, SCB and SCB Partners Inc. ("Partners"), a wholly-owned subsidiary of SCB, delivered a notice to AXF stating that they were exercising their right to sell 8,160,000 Units to AXF (or its designee) under the Purchase Agreement. As provided in the Purchase Agreement, the purchase price for each such Unit will be the average of the closing prices of a unit representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. (NYSE: AB) as quoted on the New York Stock Exchange composite tape for the ten trading days ending on December 29, 2008, the fifth trading day following the December 19, 2008 exercise date. While the purchase price will not be determined until December 29, 2008, and the settlement date will be subsequent to that date, the Reporting Person is filing this form to report AXF's receipt, on December 19, 2008, of SCB's notice of exercise of its right to sell. Upon the purchase by AXF (or its designee) of all of the Units in respect of which SCB and Partners delivered the exercise notice, each of SCB, Partners and Reporting Person will not own any Units.
- [F4]Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
Documents
Issuer
ALLIANCEBERNSTEIN L.P.
CIK 0001109448
Entity typeother
Related Parties
1- filerCIK 0001279325
Filing Metadata
- Form type
- 4
- Filed
- Dec 22, 7:00 PM ET
- Accepted
- Dec 23, 6:29 PM ET
- Size
- 7.8 KB