0001181431-12-032475.txt : 20120524 0001181431-12-032475.hdr.sgml : 20120524 20120524173436 ACCESSION NUMBER: 0001181431-12-032475 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120522 FILED AS OF DATE: 20120524 DATE AS OF CHANGE: 20120524 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: BARCLAYS BANK PLC /ENG/ CENTRAL INDEX KEY: 0000312070 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33099 FILM NUMBER: 12868646 BUSINESS ADDRESS: STREET 1: 1 CHURCHILL PLACE STREET 2: E14 5HP CITY: LONDON ENGLAND STATE: X0 ZIP: E14 5HP BUSINESS PHONE: 2124124000 MAIL ADDRESS: STREET 1: 1 CHURCHILL PLACE STREET 2: E14 5HP CITY: LONDON ENGLAND STATE: X0 ZIP: E14 5HP FORMER NAME: FORMER CONFORMED NAME: BARCLAYS BANK INTERNATIONAL LTD DATE OF NAME CHANGE: 19850313 4 1 rrd346710.xml FORM 4 X0305 4 2012-05-22 0 0001364742 BlackRock Inc. BLK 0000312070 BARCLAYS BANK PLC /ENG/ 1 CHURCHILL PLACE LONDON X0 E14 5HP UNITED KINGDOM 1 0 0 0 Common Stock, par value $0.01 per share ( 2012-05-22 4 C 0 29557371 A 32588887 I By subsidiary Common Stock 2012-05-22 4 S 0 32588887 156.80 D 0 I By subsidiary Common Stock 2012-05-23 4 C 0 2621134 A 2621134 I By subsidiary Common Stock 2012-05-23 4 S 0 2621134 156.80 D 0 I By subsidiary Common Stock 2012-05-22 4 S 0 1 166.30 D 0 I By subsidiary Series B Convertible Participating Preferred Stock 0 2012-05-22 4 C 0 0 0 D Common Stock 29557371 2621134 I By Subsidiary Series B Convertible Participating Preferred Stock 0 2012-05-23 4 C 0 0 0 D Common Stock 2621134 0 I By Subsidiary This Form 4 is being filed by Barclays Bank PLC, a public company organized under the laws of England and Wales (the "Reporting Person"), on behalf of various of its indirect wholly-owned subsidiaries. Under the terms of the Series B Convertible Participating Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), the shares of Series B Preferred Stock automatically convert into shares of Common Stock upon any transfer to any person that is not an affiliate of the Reporting Person (except for a broker-dealer affiliate in connection with a capital markets transaction). Each share of Series B Preferred Stock converts into the Common Stock on a one-for-one basis. The shares of Series B Preferred Stock convert immediately upon sale to non-affiliates (other than broker-dealer affiliates in connection with a capital markets transaction) as per Note 2 above. Pursuant to the Underwriting Agreement, by and among BlackRock, Inc., Barclays (BR Investments) LP, and Barclays Capital Inc. and Morgan Stanley & Co LLC, as representatives of the underwriters named therein, dated as of May 21, 2012 (the "Underwriting Agreement"), 3,000,000 shares of the Common Stock and 23,211,335 shares of Series B Preferred Stock were sold on May 22, 2012 to the underwriters. Pursuant to the Stock Repurchase Agreement between the Reporting Person and BlackRock, Inc., dated as of May 21, 2012, 31,516 shares of the Common Stock and 6,346,036 shares of Series B Preferred Stock were sold to BlackRock, Inc. on May 22, 2012. Pursuant to an option under the Underwriting Agreement, 2,621,134 shares of Series B Preferred Stock were sold on May 23, 2012 to the underwriters for which Barclays Capital Inc. and Morgan Stanley & Co. LLC are representatives. As shares of the Series B Preferred Stock are not convertible into shares of the Common Stock while owned by Reporting Person and its affiliates (except for a broker-dealer affiliate in connection with a capital markets transaction), the Reporting Person disclaims beneficial ownership of the shares of the Common Stock underlying the shares of the Series B Preferred Stock. The Series B Preferred Stock is a perpetual security. A wholly-owned subsidiary sold one share of the Common Stock in error on May 22, 2012. /s/ Michael Crowl 2012-05-24