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*
Charrington N. James

(Last) (First) (Middle)
BLACKROCK, INC.
55 EAST 52ND STREET

(Street)
NEW YORK NY 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)
Senior Managing Director
3. Date of Earliest Transaction (Month/Day/Year)
01/18/2013
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)
Code V Amount (A) or (D) Price
Shares Of Common Stock (par Value $0.01 Per Share) 01/18/2013 A 2,719 (1) A $0 38,343 (2) D
Shares Of Common Stock (par Value $0.01 Per Share) 01/18/2013 A 4,836 (3) A $0 43,179 (4) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Reflects an award value of $632,736 converted to a number of Restricted Stock Units by dividing the approved award value by $232.63, which was the average of the high and low price per share of Common Stock on January 18, 2013. This grant was approved by the Management Development and Compensation Committee on January 15, 2013. Restricted Stock Units vest in installments with 33% vesting on 1/31/14, 33% vesting on 1/31/15 and 34% vesting on 1/31/16.
2. Includes (i) 2,396 Restricted Stock Units vesting on 1/31/13, (ii) 1,076 Restricted Stock Units vesting on 1/31/13, (iii) 3,194 shares of Restricted Stock vesting in equal installments on 1/31/13 and 1/31/14, (iv) 5,613 shares of Restricted Stock vesting on 1/31/14, (v) 4,184 Restricted Stock Units vesting in installments on 1/31/13, 1/31/14 and 1/31/15, (vi) 2,719 Restricted Stock Units vesting in installments on 1/31/14, 1/31/15 and 1/31/16 and (vii) 9,830 Restricted Stock Units awarded on 1/20/12 that will vest in whole or in part only on the satisfaction of one or more previously-disclosed Common Stock price targets, but which may not vest before 1/31/16 and will expire on 1/31/18 to the extent not then vested. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock.
3. Reflects an award value of $1,124,999 converted to a number of Restricted Stock Units by dividing the approved award value by $232.63, which was the average of the high and low price per share of Common Stock on January 18, 2013. This grant was approved by the Management Development and Compensation Committee on January 15, 2013. Restricted Stock Units vests on 1/31/16.
4. Includes (i) 2,396 Restricted Stock Units vesting on 1/31/13, (ii) 1,076 Restricted Stock Units vesting on 1/31/13, (iii) 3,194 shares of Restricted Stock vesting in equal installments on 1/31/13 and 1/31/14, (iv) 5,613 shares of Restricted Stock vesting on 1/31/14, (v) 4,184 Restricted Stock Units vesting in installments on 1/31/13, 1/31/14 and 1/31/15, (vi) 2,719 Restricted Stock Units vesting in installments on 1/31/14, 1/31/15 and 1/31/16, (vii) 4,836 Restricted Stock Units vesting on 1/31/16 and (viii) 9,830 Restricted Stock Units awarded on 1/20/12 that will vest in whole or in part only on the satisfaction of one or more previously-disclosed Common Stock price targets, but which may not vest before 1/31/16 and will expire on 1/31/18 to the extent not then vested. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock.
/s/ Daniel R. Waltcher as Attorney-in-Fact for N. James Charrington 01/23/2013
** Signature of Reporting Person Date
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