Statement of Ownership (sc 13g)
February 12 2015 - 3:35PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No.)*
AllianceBernstein Holding L.P. |
(Name of Issuer) |
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Limited Partnership Units |
(Title of Class of Securities) |
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01881G106 |
(CUSIP Number) |
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December 31, 2014 |
(Date of Event Which Requires Filing of this
Statement) |
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) |
*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
PAGES
1 |
NAME OF REPORTING PERSON
Manulife Financial
Corporation |
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2 |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐ (b) ☐ |
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N/A |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
SOLE VOTING
POWER |
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-0- |
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6 |
SHARED VOTING
POWER |
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-0- |
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7 |
SOLE DISPOSITIVE
POWER |
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-0- |
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8 |
SHARED DISPOSITIVE
POWER |
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-0- |
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9 |
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 |
10 |
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
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N/A |
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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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TYPE OF
REPORTING PERSON* |
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HC |
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*SEE
INSTRUCTIONS |
PAGE 2 OF 8
PAGES
1 |
NAME OF REPORTING PERSON
Manulife Asset Management (North
America) Limited |
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2 |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐ (b) ☐ |
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N/A |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
SOLE VOTING
POWER |
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2,624 |
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6 |
SHARED VOTING
POWER |
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-0- |
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7 |
SOLE DISPOSITIVE
POWER |
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2,624 |
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8 |
SHARED DISPOSITIVE
POWER |
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-0- |
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9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,624 |
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10 |
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
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N/A |
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11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 |
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0.00% |
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12 |
TYPE OF
REPORTING PERSON* |
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IA |
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*SEE
INSTRUCTIONS |
PAGE 3 OF 8
PAGES
1 |
NAME OF REPORTING PERSON
Manulife Asset Management (US)
LLC |
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2 |
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐ (b) ☐ |
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N/A |
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3 |
SEC USE ONLY |
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4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
SOLE VOTING
POWER |
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5,112,704 |
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6 |
SHARED VOTING
POWER |
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-0- |
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7 |
SOLE DISPOSITIVE
POWER |
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5,112,704 |
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8 |
SHARED DISPOSITIVE
POWER |
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-0- |
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9 |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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5,112,704 |
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10 |
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
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N/A |
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11 |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9 |
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5.27% |
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12 |
TYPE OF
REPORTING PERSON* |
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IA |
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*SEE
INSTRUCTIONS |
PAGE 4 OF 8
PAGES
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: |
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1345
Avenue of the Americas |
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New
York, NY, 10105 |
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Item
2(a) |
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Name of Person Filing: |
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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: |
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The
principal business offices of MFC and MAM (NA) are located at 200 Bloor
Street East, Toronto, Ontario, Canada, M4W 1E5. |
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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: |
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MFC
and MAM (NA) are organized and exist under the laws of
Canada. |
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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: |
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Limited Partnership Units |
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Item
2(e) |
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CUSIP Number: |
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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) |
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) |
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) |
an
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E). |
Item
4 |
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Ownership: |
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(a)
Amount Beneficially
Owned: MAM (NA) has beneficial ownership of 2,624
shares of Limited Partnership Units and MAM (US) has beneficial ownership
of 5,112,704 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 97,160,178 units outstanding as of
September 30, 2014 according to the Form 10-Q filed by the issuer with the
Securities and Exchange Commission on October 23, 2014, MAM (NA) held
0.00% and MAM (US) held 5.27%. |
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(c)
Number of shares as to which
the person has: |
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(i) |
sole power to vote or
to direct the vote: |
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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. |
PAGE 5 OF 8
PAGES
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(ii) |
shared power to vote or to direct the vote:
-0- |
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(iii) |
sole
power to dispose or to direct the disposition of: |
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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 |
Ownership of Five Percent or
Less of a Class: |
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Not applicable. |
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Item
6 |
Ownership of More than Five
Percent on Behalf of Another Person: |
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Not applicable. |
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Item
7 |
Identification and
Classification of the Subsidiary which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person: |
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See Items 3 and 4 above. |
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Item
8 |
Identification and
Classification of Members of the Group: |
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Not applicable. |
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Item
9 |
Notice of Dissolution of
Group: |
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Not applicable. |
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Item
10 |
Certification: |
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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. |
PAGE 6 OF 8
PAGES
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: |
/s/ Graham A. Miller |
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Name: |
Graham A. Miller |
Dated: February 11, 2015 |
Title: |
Agent* |
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Manulife Asset Management (North America)
Limited |
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By: |
/s/ Warren Rudick |
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Name: |
Warren Rudick |
Dated: February 11, 2015 |
Title: |
Associate General Counsel and Assistant
Secretary |
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Manulife Asset Management (US)
LLC |
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By: |
/s/ William E. Corson |
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Name: |
William E. Corson |
Dated: February 11, 2015 |
Title: |
Vice
President and 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 7 OF 8
PAGES
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 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: |
/s/ Graham A. Miller |
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Name: |
Graham A. Miller |
Dated: February 11, 2015 |
Title: |
Agent* |
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Manulife Asset Management (North America)
Limited |
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By: |
/s/ Warren Rudick |
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Name: |
Warren Rudick |
Dated: February 11, 2015 |
Title: |
Associate General Counsel and Assistant
Secretary |
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Manulife Asset Management (US) LLC |
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By: |
/s/ William E. Corson |
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Name: |
William E. Corson |
Dated: February 11, 2015 |
Title: |
Vice
President and 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
PAGES
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