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*
FINK LAURENCE

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

(Street)
NEW YORK NY 10055

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BlackRock Inc. [ BLK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2012
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 Common Stock (par value $0.01 per share) 02/16/2012 M 185,633 A $37.36 1,521,065.28 (1) D
Shares of Common Stock (par value $0.01 per share) 02/16/2012 S 6,815 D $191.1405 (2) 1,514,250.28 (1) D
Shares of Common Stock (par value $0.01 per share) 02/16/2012 S 166,311 D $192.2897 (3) 1,347,939.28 (1) D
Shares of Common Stock (par value $0.01 per share) 02/16/2012 S 12,507 D $192.6425 (4) 1,335,432.28 (1) 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
Employee Stock Option (right to buy) $37.36 02/16/2012 M 185,633 12/31/2006 10/15/2012 Shares of Common Stock (par value $0.01 per share) 185,633 $0.00 0 D
Explanation of Responses:
1. Includes (i) 12,344 shares of Restricted Stock vesting on 1/31/13, (ii) 30,688 shares of Restricted Stock vesting in equal installments on 1/31/13 and 1/31/14, (iii) 18,712 shares of Restricted Stock vesting on 1/31/14, (iv) 39,056 Restricted Stock Units vesting in installments on 1/31/13, 1/31/14 and 1/31/15 and (v) 32,766 Restricted Stock Units awarded on 1/20/12 that will vest in whole or in part only on the satisfaction of one or more previously-disclosed Common Stock price targets, but which may not vest before 1/31/16 and will expire on 1/31/18 to the extent not then vested. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock.
2. This transaction was executed in multiple trades at prices ranging from $190.57 to $191.56. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.
3. This transaction was executed in multiple trades at prices ranging from $191.61 to $192.60. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.
4. This transaction was executed in multiple trades at prices ranging from $192.605 to $192.85. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.
Remarks:
/s/ Daniel R. Waltcher as Attorney-in-Fact for Laurence Fink 02/21/2012
** 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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