0001127602-14-002605.txt : 20140122 0001127602-14-002605.hdr.sgml : 20140122 20140122195515 ACCESSION NUMBER: 0001127602-14-002605 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140117 FILED AS OF DATE: 20140122 DATE AS OF CHANGE: 20140122 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BlackRock Inc. CENTRAL INDEX KEY: 0001364742 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 320174431 STATE OF INCORPORATION: DE FISCAL YEAR END: 0226 BUSINESS ADDRESS: STREET 1: 40 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-810-5300 MAIL ADDRESS: STREET 1: 40 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: BlackRock, Inc. DATE OF NAME CHANGE: 20060929 FORMER COMPANY: FORMER CONFORMED NAME: New BlackRock, Inc. DATE OF NAME CHANGE: 20060601 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAPITO ROBERT CENTRAL INDEX KEY: 0001059246 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33099 FILM NUMBER: 14541346 MAIL ADDRESS: STREET 1: 100 BELLEVUE PARKWAY CITY: WILMINGTON STATE: DE ZIP: 19809 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2014-01-17 0001364742 BlackRock Inc. BLK 0001059246 KAPITO ROBERT BLACKROCK INC. 55 EAST 52ND STREET NEW YORK NY 10055 1 1 President Shares Of Common Stock (par Value $0.01 Per Share) 2014-01-17 4 A 0 21273 0 A 297518.6 D Shares Of Common Stock (par Value $0.01 Per Share) 2014-01-17 4 A 0 19201 0 A 316719.6 D Shares Of Common Stock (par Value $0.01 Per Share) 365949 I By Grantor Retained Annuity Trusts Reflects an award value of $6,787,500 converted to a number of Restricted Stock Units by dividing the approved award value by $319.055, which was the average of the high and low price per share of Common Stock on January 17, 2014. This grant was approved by the Management Development and Compensation Committee on January 14, 2014. Restricted Stock Units vest in installments with 33% vesting on 1/31/15, 33% vesting on 1/31/16 and 34% vesting on 1/31/17. Includes (i) 11,743 shares of Restricted Stock vesting on 1/31/14, (ii) 14,969 shares of Restricted Stock vesting on 1/31/14, (iii) 19,142 Restricted Stock Units vesting in installments on 1/31/14 and 1/31/15, (iv) 23,943 Restricted Stock Units vesting in installments on 1/31/14, 1/31/15 and 1/31/16, (v) 21,273 Restricted Stock Units vesting installments on 1/31/15, 1/31/16 and 1/31/17 (vi) 26,213 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 and (vi) 29,583 Restricted Stock Units awarded on 1/18/13 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 1/31/17 and will expire on 1/31/19 to the extent not then vested. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock. Reflects an award value of $3,750,000 converted to a number of Restricted Stock Units using a $195.30 per unit value. The per unit value used for conversion represents a discount to the full value of a share of BlackRock stock on the grant date to account for the performance requirements and the risk of the award not vesting if certain performance requirements are not met. This grant was approved by the Management Development and Compensation Committee on January 14, 2014. This award of 19,201 Restricted Stock Units will vest and be eligible for payment in respect of (A) 33% of the award if the price of a share of Common Stock is at least $366.913 for at least 20 consecutive trading days, (B) 33% of the award if the price of a share of Common Stock is at least $398.819 for at least 20 consecutive trading days and [Footnote 3 cont.] (C) 34% of the award if the price of a share of Common Stock is at least $430.724 for at least 20 consecutive trading days; provided that, such vesting and eligibility for payment shall occur only if the price of a share of Common Stock on any Vesting Date which occurs subsequent to satisfaction of a condition described in clauses (A), (B) or (C) is at least $366.913, where "Vesting Date" shall mean any of January 31, 2018, January 31, 2019 and January 31, 2020. Accordingly, no portion of this award may vest and be eligible for payment before January 31, 2018 and any portion of this award that has not become vested and eligible for payment, based on the above performance requirements, on or before January 31, 2020 shall on such date expire and be cancelled. Includes (i) 11,743 shares of Restricted Stock vesting on 1/31/14, (ii) 14,969 shares of Restricted Stock vesting on 1/31/14, (iii) 19,142 Restricted Stock Units vesting in installments on 1/31/14 and 1/31/15, (iv) 23,943 Restricted Stock Units vesting in installments on 1/31/14, 1/31/15 and 1/31/16, (v) 21,273 Restricted Stock Units vesting installments on 1/31/15, 1/31/16 and 1/31/17 (vi) 26,213 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 and [Footnote 5 cont.] (vii) 29,583 Restricted Stock Units awarded on 1/18/13 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 1/31/17 and will expire on 1/31/19 to the extent not then vested and (viii) 19,201 Restricted Stock Units awarded on 1/17/14 that will vest in whole or in part only on the satisfaction of one or more Common Stock price targets as reflected in notes 3 and 4 above, but which may not vest before 1/31/18 and will expire on 1/31/20 to the extent not then vested. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock. Reflects total indirect holdings in grantor retained annuity trusts (the "GRATs") as of January 22, 2014 which holdings give effect to transfers from the reporting person's direct holdings to the GRATs and from the GRATs to the reporting person's direct holdings, including the May 20, 2013 transfer of 57,367 shares of common stock ("Shares") from the GRATs to direct holdings, the May 29, 2013 transfer of 67,749 Shares from the GRATs to direct holdings, the June 3, 2013 transfer of 4,483 Shares from the GRATs to direct holdings, the August 20, 2013 transfer of 138,374 Shares from direct holdings to the GRATs and the November 29, 2013 transfer of 144,864 shares from the GRATs to direct holdings. /s/ Daniel R. Waltcher as Attorney-in-Fact for Robert Kapito 2014-01-22