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*
BARCLAYS BANK PLC /ENG/

(Last) (First) (Middle)
1 CHURCHILL PLACE

(Street)
LONDON X0 E14 5HP

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2012
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
Common Stock, par value $0.01 per share ( 05/22/2012 C 29,557,371 (2) A (2) 32,588,887 (3) I By subsidiary (1) (6)
Common Stock 05/22/2012 S 32,588,887 (4) D $156.8 0 (4) I By subsidiary (1)
Common Stock 05/23/2012 C 2,621,134 (5) A (2) 2,621,134 (3) I By subsidiary (1) (6)
Common Stock 05/23/2012 S 2,621,134 (5) D $156.8 0 (5) I By subsidiary (1)
Common Stock (7) 05/22/2012 S 1 (7) D $166.3 0 (7) I By subsidiary (1)
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
Series B Convertible Participating Preferred Stock $0 (2) (4) 05/22/2012 C 0 (3) (2) (6) Common Stock 29,557,371 $0 (2) 2,621,134 I By Subsidiary (1) (6)
Series B Convertible Participating Preferred Stock $0 (2) (5) 05/23/2012 C 0 (3) (2) (6) Common Stock 2,621,134 $0 (2) 0 (5) I By Subsidiary (1) (6)
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. A wholly-owned subsidiary sold one share of the Common Stock in error on May 22, 2012.
/s/ Michael Crowl 05/24/2012
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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