4/A//SEC Filing
MASTERS SETH J 4/A
Accession 0001293386-09-000014
CIK 0001109448other
Filed
Jan 7, 7:00 PM ET
Accepted
Jan 8, 4:16 PM ET
Size
7.6 KB
Accession
0001293386-09-000014
Insider Transaction Report
Form 4/AAmended
MASTERS SETH J
Executive Vice President
Transactions
- Other
units of limited partnership interest
2008-12-19$18.35/sh−8,160,000$149,727,840→ 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 the 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 the final 8,160,000 Units to AXF (or its designee) under the Purchase Agreement. The purchase price for each Unit is $18.349, which is, as provided by the Purchase Agreement, 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. The settlement of the sale to AXA America Holdings, Inc., AXF's designee, took place on January 6, 2009. Following the settlement of the sale, each of SCB, SCB Partners Inc. and Reporting Person no longer 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/A
- Filed
- Jan 7, 7:00 PM ET
- Accepted
- Jan 8, 4:16 PM ET
- Size
- 7.6 KB