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