SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ANDERSON KEITH

(Last) (First) (Middle)
BLACKROCK, INC.
40 EAST 52ND STREET

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BLACKROCK INC /NY [ BLK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice Chairman
3. Date of Earliest Transaction (Month/Day/Year)
04/24/2006
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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Shares of Class A Common Stock (par value $0.01 per share) 04/24/2006 S 2,700 D $148.0011 316,717(1)(2) D
Shares of Class A Common Stock (par value $0.01 per share) 04/24/2006 S 300 D $148.4 316,417(1)(2) D
Shares of Class A Common Stock (par value $0.01 per share) 04/24/2006 S 2,000 D $148 314,417(1)(2) D
Shares of Class A Common Stock (par value $0.01 per share) 04/24/2006 S 2,600 D $148.0035 311,817(1)(2) D
Shares of Class A Common Stock (par value $0.01 per share) 04/24/2006 S 400 D $148.18 311,417(1)(2) D
Shares of Class A Common Stock (par value $0.01 per share) 04/24/2006 S 6,900 D $148.5035 304,517(1)(2) D
Shares of Class A Common Stock (par value $0.01 per share) 04/24/2006 S 100 D $149.01 304,417(1)(2) D
Shares of Class A Common Stock (par value $0.01 per share) 04/24/2006 S 3,200 D $148.5 301,217(1)(2) D
Shares of Class A Common Stock (par value $0.01 per share) 04/24/2006 S 1,800 D $148.4 299,417(1)(2) D
Shares of Class A Common Stock (par value $0.01 per share) 04/25/2006 S 2,000 D $148 297,417(1)(2) D
Shares of Class A Common Stock (par value $0.01 per share) 04/26/2006 S 3,000 D $151.1513 294,417(1)(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Includes 1,286 shares of Class A Common Stock acquired by the reporting person through March 31, 2006 under The PNC Financial Services Group, Inc. Incentive Savings Plan (the "ISP"). The information on this report with respect to the ISP is based on a plan statement dated as of March 31, 2006. Also includes 2,554 shares of Class A Common Stock acquired under the BlackRock, Inc. Employee Stock Purchase Plan through January 31, 2006. Also includes 7,238 shares of Class A Common Stock granted under the BlackRock, Inc. 1999 Stock Award and Incentive Plan as restricted shares and which are now fully vested. Also includes 19,103 shares of restricted Class A Common Stock granted under the BlackRock, Inc. 1999 Stock Award and Incentive Plan, vesting in two equal installments on 12/15/06 and 12/15/07.
2. Also includes 12,595 Restricted Stock Units granted under the BlackRock, Inc. 1999 Stock Award and Incentive Plan. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Class A Common Stock and vests in three equal installments on 1/31/07, 1/31/08 and 1/31/09.
Remarks:
/s/ Daniel R. Waltcher as Attorney-in-Fact for Keith T. Anderson 04/26/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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