SEC FORM 4

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^*

WAGNER SUSAN

(Last)

(First)

(Middle)

BLACKROCK, INC.

55 EAST 52ND STREET

(Street)

NEW YORK

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Shares of Common Stock (par value $0.01 per share)	03/10/2010		A		8,893⁽¹⁾	A	$0.00	513,703.8⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$167.76	03/10/2010		A		126,087		09/29/2011	02/01/2017	Common Stock (par value $0.01 per share)	126,087	$0.00	126,087⁽³⁾	D

Explanation of Responses:

1. On January 31, 2007, the reporting person received a 4 year and 8 month long-term award of 8,893 Restricted Stock Units, subject to the achievement of a performance goal and with a vesting date of September 29, 2011. Although the performance goal was met in 2009, the Restricted Stock Units will not vest until September 29, 2011 and remain subject to other conditions until that time. The number of Restricted Stock Units was determined by dividing the approved dollar value of the equity award by $168.66, which was the 5-day average closing price for January 25, 26, 29, 30 and 31, 2007. The Restricted Stock Units were granted under BlackRock, Inc.'s long-term incentive program which is designed to aid in the retention of senior management and align their interests with long-term shareholder interests.

2. Includes (i) 2,968 Restricted Stock Units vesting on 1/31/11, (ii) 7,854 Restricted Stock Units vesting in equal installments on 1/31/11 and 1/31/12, (iii) 7,600 shares of Restricted Stock vesting in installments on 1/31/11, 1/31/12 and 1/31/13, (iv) 6,000 shares of Restricted Stock vesting on 1/31/11, (v) 4,001 shares of Restricted Stock vesting on 1/31/12 and (vi) 8,893 Restricted Stock Units vesting on 9/29/11.

3. On January 31, 2007, the reporting person received a 4 year and 8 month long-term award in the form of options to purchase 126,087 shares of BlackRock, Inc. Common Stock, subject to the achievement of a performance goal and with a vesting date of September 29, 2011. Although the performance goal was met in 2009, the options will not vest until September 29, 2011 and remain subject to other conditions until that time. On September 29, 2011, the options may be exercised at a price of $167.76 per share. The options were granted under BlackRock, Inc.'s long-term incentive program which is designed to aid in the retention of senior management and align their interests with long-term shareholder interests.

Remarks:

	/s/ Daniel R. Waltcher as Attorney-in-Fact for Susan Wagner	03/12/2010
	** 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).
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