-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T6tb3mx2xc6DSgFOH3kowFQtITFVZ/mr4QQ3GHV+GFaieme+6wgJfRGW4M85PHvq 12nK0AxP/Wg3cqXOOuwQZQ== 0001140361-10-045866.txt : 20101115 0001140361-10-045866.hdr.sgml : 20101115 20101115181922 ACCESSION NUMBER: 0001140361-10-045866 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101115 FILED AS OF DATE: 20101115 DATE AS OF CHANGE: 20101115 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: 55 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212-810-5300 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10055 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: BANK OF AMERICA CORP /DE/ CENTRAL INDEX KEY: 0000070858 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33099 FILM NUMBER: 101194509 BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043868486 MAIL ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 FORMER NAME: FORMER CONFORMED NAME: BANKAMERICA CORP/DE/ DATE OF NAME CHANGE: 19981022 FORMER NAME: FORMER CONFORMED NAME: NATIONSBANK CORP DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: NCNB CORP DATE OF NAME CHANGE: 19920107 4 1 doc1.xml FORM 4 X0303 4 2010-11-15 0 0001364742 BlackRock Inc. BLK 0000070858 BANK OF AMERICA CORP /DE/ BANK OF AMERICA CORPORATE CENTER 100 N TRYON ST CHARLOTTE NC 28255 1 0 0 0 Common Stock 2010-11-15 4 S 0 2330082 163 D 593 I By Subsidiary Series B Convertible Participating Preferred Stock 2010-11-15 4 S 0 41245676 163 D Common Stock 41245676 21224242 I See Footnotes. Call Option (obligation to sell) 163 2010-11-15 4 S 0 5207376 0 D 2010-11-08 2010-12-08 Common Stock 5207376 5207376 I See Footnotes. Call Option (obligation to sell) 163 2010-11-15 4 X 0 5207376 0 D 2010-11-08 2010-12-08 Common Stock 5207376 0 I See Footnotes. Series B Convertible Participating Preferred Stock 2010-11-15 4 X 0 5207376 163 D Common Stock 5207376 16016866 I See Footnotes. Series B Convertible Participating Preferred Stock 2010-11-15 4 S 0 2453988 163 D Common Stock 2453988 13562878 I See Footnotes. This Form 4 is being filed by Bank of America Corporation ("BAC"), a Delaware corporation and bank holding company registered under the Bank Holding Company Act of 1956, on behalf of its subsidiaries. BAC's Series B Convertible Participating Preferred Stock automatically converts into Common Stock upon transfer to a third party. The Series B Convertible Participating Preferred Stock converts into Common Stock on a 1-for-1 basis and has no expiration date. Transaction executed pursuant to the Underwriting Agreement, by and between the Issuer, Merrill Lynch Group, Inc. ("ML Group"), PNC Bancorp, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), and Morgan Stanley & Co. Incorporated, dated as of November 8, 2010. Transaction executed pursuant to a direct offering to an institutional investor, as previously disclosed in a Form 424B3 filed November 10, 2010 by the Issuer. In connection with this transaction, BAC has agreed to voluntarily remit appropriate profits, if any, to the Issuer. BAC disclaims that such transaction is subject to reporting under Section 16(a) or disgorgement under Section 16(b), and this report shall not be deemed an admission that those sections apply to such transaction. Excludes one share of Common Stock erroneously reported on BAC's previous Form 4 filings for the Issuer. Each of BAC, Merrill Lynch & Co., Inc. ("ML&Co."), MLPFS and ML Group (collectively the "Reporting Persons") disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. BAC owns the Series B Convertible Participating Preferred Stock indirectly through its wholly owned subsidiary, ML Group. BAC owns the Common Stock indirectly through its wholly owned subsidiaries, ML Group and MLPFS. Pursuant to the Third Amended and Restated Stockholder Agreement dated as of November 15, 2010, as may be amended from time to time, between ML&Co., ML Group and the Issuer, ML&Co. has the right to designate a member to the board of directors of the Issuer. Each of the Reporting Persons other than ML&Co. disclaims its possible status as director of the Issuer. /s/ Joanne P. Tsung 2010-11-15 -----END PRIVACY-ENHANCED MESSAGE-----