Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 6:11AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the
Securities Exchange Act of 1934
(Amendment No. 2)*
AllianceBernstein Holding L.P.
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(Name of Issuer)
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Limited Partnership Units
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(Title of Class of Securities)
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01881G106
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(CUSIP Number)
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December 31, 2016
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(Date of Event Which Requires Filing of this
Statement)
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Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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X
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Rule
13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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*The remainder of this cover
page shall be filled out for a reporting person's initial filing on this form
with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a
prior cover page.
The information required in
the remainder of this cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
Page 1 of 8
1
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NAME OF REPORTING PERSON
Manulife Financial
Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
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(a)
☐
(b)
☐
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N/A
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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SOLE VOTING POWER
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-0-
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6
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SHARED VOTING POWER
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-0-
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7
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SOLE DISPOSITIVE POWER
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-0-
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8
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SHARED DISPOSITIVE POWER
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-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
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None, except through
its indirect, wholly-owned subsidiaries, Manulife Asset Management (North
America) Limited and Manulife Asset Management (US) LLC
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
*
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N/A
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
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See
line 9 above.
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12
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TYPE OF REPORTING PERSON
*
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HC
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*SEE
INSTRUCTIONS
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Page 2 of 8
1
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NAME OF REPORTING PERSON
Manulife Asset Management (North
America) Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
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(a)
☐
(b)
☐
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N/A
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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SOLE VOTING POWER
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2,773
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6
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SHARED VOTING POWER
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-0-
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7
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SOLE DISPOSITIVE POWER
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2,773
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8
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SHARED DISPOSITIVE POWER
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-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
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2,773
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
*
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N/A
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
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0.00%
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12
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TYPE OF REPORTING PERSON
*
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IA
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*SEE
INSTRUCTIONS
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Page 3 of 8
1
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NAME OF REPORTING PERSON
Manulife Asset Management (US)
LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
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(a)
☐
(b)
☐
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N/A
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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SOLE VOTING POWER
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6,337,900
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6
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SHARED VOTING POWER
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-0-
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7
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SOLE DISPOSITIVE POWER
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6,337,900
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8
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SHARED DISPOSITIVE POWER
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-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
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6,337,900
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
*
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N/A
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW 9
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6.68%
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12
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TYPE OF REPORTING PERSON
*
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IA
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*SEE
INSTRUCTIONS
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Page 4 of 8
Item 1(a)
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Name of Issuer
:
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AllianceBernstein Holding L.P.
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Item 1(b)
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Address of Issuer's
Principal Executive Offices
:
1345 Avenue of the Americas
New York, NY,
10105
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Item 2(a)
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Name of Person
Filing
:
This filing is made on behalf of Manulife
Financial Corporation ("MFC") and MFCs indirect, wholly-owned
subsidiaries, Manulife Asset Management (North America) Limited ("MAM
(NA)") and Manulife Asset Management (US) LLC ("MAM (US)").
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Item 2(b)
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Address of Principal
Business Office
:
The principal
business offices of MFC and MAM (NA) are located at 200 Bloor Street East,
Toronto, Ontario, Canada, M4W 1E5.
The principal business office of MAM (US) is located at 197
Clarendon Street, Boston, Massachusetts 02116.
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Item 2(c)
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Citizenship
:
MFC and MAM (NA)
are organized and exist under the laws of Canada.
MAM (US) is organized
and exists under the laws of the State of Delaware.
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Item 2(d)
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Title of Class of
Securities
:
Limited
Partnership Units
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Item 2(e)
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CUSIP
Number
:
01881G106
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Item 3
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If this statement is
filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person filing is a
:
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MFC:
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(g)
(X)
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a parent holding company
or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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MAM (NA):
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(e) (X)
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an investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E).
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MAM (US):
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(e) (X)
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an investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E).
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Item 4
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Ownership
:
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(a)
Amount Beneficially Owned
: MAM (NA) has beneficial ownership of 2,773
shares of Limited Partnership Units and MAM (US) has beneficial ownership
of 6,337,900 shares of Limited Partnership Units. Through its
parent-subsidiary relationship to MAM (NA) and MAM (US), MFC may be deemed
to have beneficial ownership of these same shares.
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(b)
Percent of Class
: Of the 94,816,915 units outstanding as of
September 30, 2016 according to the Form 10-Q filed by the issuer with the
Securities and Exchange Commission on October 26, 2016, MAM (NA) held
0.00% and MAM (US) held
6.68%.
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Page 5 of 8
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(c)
Number of shares as to which the person
has
:
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(i)
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sole power to vote or to
direct the vote:
MAM (NA)
and MAM (US) each has sole power to vote or to direct the voting of the
shares of Limited Partnership Units beneficially owned by each of them.
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(ii)
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shared power to vote or
to direct the vote: -0-
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(iii)
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sole power to dispose or
to direct the disposition of:
MAM (NA) and MAM (US) each has sole power to dispose or to direct the disposition of
the shares of Limited Partnership Units beneficially owned by each of them.
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(iv)
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shared power to dispose
or to direct the disposition of: -0-
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Item
5
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Ownership of Five
Percent or Less of a Class
:
Not applicable.
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Item 6
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Ownership of More
than Five Percent on Behalf of Another Person
:
Not applicable.
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Item 7
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Identification and
Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person
:
See Items 3 and
4 above.
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Item 8
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Identification and
Classification of Members of the Group
:
Not applicable.
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Item 9
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Notice of Dissolution
of Group
:
Not
applicable.
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Item 10
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Certification
:
By signing below
the undersigned certifies that, to the best of its knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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Page 6 of 8
SIGNATURE
After reasonable inquiry and
to the best of its knowledge and belief, each of the undersigned certifies that
the information set forth in this statement is true, complete and correct.
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Manulife Financial Corporation
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By:
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/s/ Graham A. Miller
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Name:
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Graham A. Miller
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Dated: February 9, 2017
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Title:
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Agent*
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Manulife Asset
Management (North America) Limited
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By:
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/s/ Warren Rudick
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Name:
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Warren Rudick
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Dated: February 9, 2017
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Title:
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General Counsel and Secretary
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Manulife Asset
Management (US) LLC
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By:
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/s/ Paul Donahue
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Name:
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Paul Donahue
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Dated: February 8, 2017
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Title:
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Chief
Compliance Officer
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*
Signed pursuant to a Power of Attorney dated June
10, 2014 included as Exhibit A to Schedule 13F- NT filed with the Securities and
Exchange Commission by Manulife Financial Corporation on August 27,
2014.
Page 7 of 8
EXHIBIT A
JOINT FILING
AGREEMENT
Manulife Financial Corporation, Manulife Asset Management (North America) Limited and Manulife
Asset Management (US) LLC agree that the Schedule 13G (Amendment No. 2) to which this Agreement is attached,
relating to the Limited Partnership Units of AllianceBernstein Holding L.P., is filed on behalf of each of them.
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Manulife Financial
Corporation
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By:
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/s/ Graham A.
Miller
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Name:
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Graham A. Miller
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Dated: February 9, 2017
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Title:
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Agent*
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Manulife Asset
Management (North America) Limited
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By:
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/s/ Warren Rudick
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Name:
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Warren Rudick
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Dated: February 9, 2017
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Title:
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General Counsel and Secretary
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Manulife Asset
Management (US) LLC
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By:
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/s/ Paul Donahue
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Name:
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Paul Donahue
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Dated: February 8, 2017
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Title:
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Chief
Compliance Officer
|
*
Signed pursuant to a Power of Attorney dated June
10, 2014 included as Exhibit A to Schedule 13F- NT filed with the Securities and
Exchange Commission by Manulife Financial Corporation on August 27,
2014.
Page 8 of 8
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