SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* Lane Nick (Last) (First) (Middle) C/O EQUITABLE HOLDINGS, INC. 1290 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10104 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol 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) (See Remarks)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2019
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	03/15/2019		A4	283.83(1)	A	$0.00	42,072.84(2)	D
Common Stock	06/11/2019		A4	320.44(1)	A	$0.00	42,393.29(2)	D
Common Stock	08/29/2019		A4	334.28(1)	A	$0.00	42,727.57(2)	D
Common Stock	11/25/2019		A4	281.87(1)	A	$0.00	43,009.44(2)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units	(3)	03/15/2019		4A	125.1(3)		(3)	(3)	Common Stock	125.1	$0.00	20,103.1	D
Performance Restricted Stock Units	(3)	06/11/2019		4A	141.24(3)		(3)	(3)	Common Stock	141.24	$0.00	20,244.34	D
Performance Restricted Stock Units	(3)	08/29/2019		4A	147.34(3)		(3)	(3)	Common Stock	147.34	$0.00	20,391.68	D
Performance Restricted Stock Units	(3)	11/25/2019		4A	124.24(3)		(3)	(3)	Common Stock	124.24	$0.00	20,515.92	D

Explanation of Responses:

1. Dividend equivalents accrued on Restricted Stock Units ("RSUs") previously awarded pursuant to issuer's incentive plan. Dividend equivalents accrue when and as dividends are paid on the common shares underlying the RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the RSUs to which they relate. Dividend equivalents are issued in the form of RSUs, each of which represents a contingent right to receive one share of common stock.

2. Total includes RSUs.

3. Dividend equivalents accrued on performance restricted stock units ("PRSUs") previously awarded pursuant to Issuer's incentive plan. Each PRSU represents a contingent right to receive one share of common stock upon vesting. The PRSUs vest upon and subject to 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. Dividend equivalents accrue when and as dividends are paid on the common shares underlying the PRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the related PRSUs. Dividend equivalents are issued as PRSUs, each representing a contingent right to receive one share of common stock.

Remarks:

Senior Executive Vice President and Head of Retirement, Wealth Management & Protection Solutions

	/s/ Christina Banthin as attorney-in-fact for Nick Lane	02/14/2020
	** Signature of Reporting Person	Date
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