SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Goldstein Robert L.

(Last)

(First)

(Middle)

BLACKROCK, INC.

55 EAST 52ND STREET

(Street)

NEW YORK

10055

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/30/2012

3. Issuer Name and Ticker or Trading Symbol
BlackRock Inc. [ BLK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Managing Director

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Shares of Common Stock (par value $0.01 per share)	70,089⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Includes 1,312 shares of Common Stock held in the BlackRock, Inc. Retirement Savings Plan. Also includes (i) 1,395 Restricted Stock Units vesting on 1/31/13, (ii) 4,616 Restricted Stock Units vesting in equal installments on 1/31/13 and 1/31/14, (iii) 6,668 Restricted Stock Units vesting in installments on 1/31/13, 1/31/14 and 1/31/15 and (iv) 9,979 Restricted Stock Units vesting on 1/31/14 and (v) 17,475 Restricted Stock Units awarded on 1/20/12 will vest and be eligible for payment in respect of

2. (footnote 1 continued) (A) 33% of the award if the price of a share of Common Stock is at least $211.266 for at least 20 consecutive trading days, (B) 33% of the award if the price of a share of Common Stock is at least $229.637 for at least 20 consecutive trading days and (C) 34% of the award if the price of a share of Common Stock is at least $248.008 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 $211.266, where "Vesting Date" shall mean any of January 31, 2016, January 31, 2017 and January 31, 2018. Accordingly, this award may not vest before January 31, 2016 and will expire on January 31, 2018 to the extent not then vested. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock.

Remarks:

	/s/ Harris Oliner as Attorney-in-Fact for Robert L. Goldstein	11/06/2012
	** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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