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^*

MERRILL LYNCH & CO INC

(Last)

(First)

(Middle)

4 WORLD FINANCIAL CENTER

250 VESEY STREET

(Street)

NEW YORK

10080

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

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Common Stock	12/23/2008		S		220	D	$128.6	52,234,090⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		540	D	$128.59	52,233,550⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		540	D	$128.58	52,233,010⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		220	D	$128.57	52,232,790⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		100	D	$128.56	52,232,690⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		600	D	$128.55	52,232,090⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		400	D	$128.54	52,231,690⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		400	D	$128.53	52,231,290⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		60	D	$128.52	52,231,230⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		100	D	$128.51	52,231,130⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		5,100	D	$128.5	52,226,030⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		400	D	$128.47	52,225,630⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		340	D	$128.46	52,225,290⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		100	D	$128.44	52,225,190⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		100	D	$128.43	52,225,090⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		200	D	$128.39	52,224,890⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		800	D	$128.38	52,224,090⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		200	D	$128.375	52,223,890⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		300	D	$128.37	52,223,590⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		40	D	$128.36	52,223,550⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		495	D	$128.35	52,223,055⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		65	D	$128.34	52,222,990⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		400	D	$128.33	52,222,590⁽²⁾⁽³⁾	I	See footnote
Common Stock	12/23/2008		S		500	D	$128.31	52,222,090⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		400	D	$128.3	52,221,690⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		600	D	$128.29	52,221,090⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		1,200	D	$128.28	52,219,890⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		600	D	$128.27	52,219,290⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		200	D	$128.26	52,219,090⁽²⁾⁽³⁾	I	See footnote⁽¹⁾
Common Stock	12/23/2008		S		40	D	$128.25	52,219,050⁽²⁾⁽³⁾	I	See footnote⁽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)
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)

1. Name and Address of Reporting Person^*

MERRILL LYNCH & CO INC

(Last)

(First)

(Middle)

4 WORLD FINANCIAL CENTER

250 VESEY STREET

(Street)

NEW YORK

10080

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MERRILL LYNCH INVESTMENT MANAGERS LP

(Last)

(First)

(Middle)

C/O MERRILL LYNCH & CO., INC.

4 WORLD FINANCIAL CENTER, 250 VESEY ST.

(Street)

NEW YORK

10080

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Merrill Lynch Group, Inc.

(Last)

(First)

(Middle)

C/O MERRILL LYNCH & CO., INC.

4 WORLD FINANCIAL CENTER, 250 VESEY ST.

(Street)

NEW YORK

10080

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Princeton Services, Inc.

(Last)

(First)

(Middle)

C/O MERRILL LYNCH & CO., INC.

4 WORLD FINANCIAL CENTER, 250 VESEY ST.

(Street)

NEW YORK

10080

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MERRILL LYNCH PIERCE FENNER & SMITH INC

(Last)

(First)

(Middle)

C/O MERRILL LYNCH & CO., INC.

4 WORLD FINANCIAL CENTER, 250 VESEY ST.

(Street)

NEW YORK

10080

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

MERRILL LYNCH BANK & TRUST CO FSB

(Last)

(First)

(Middle)

C/O MERRILL LYNCH & CO., INC.

4 WORLD FINANCIAL CENTER, 250 VESEY ST.

(Street)

NEW YORK

10080

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This statement is being filed by Merrill Lynch & Co., Inc. ("ML&Co"), Merrill Lynch Investment Managers, L.P. ("MLIM"), Merrill Lynch Group, Inc. ("ML Group"), Princeton Services, Inc. ("Princeton Services"), Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") and Merrill Lynch Bank & Trust Co., FSB ("MLBT-FSB") (collectively, the "Reporting Persons"). Princeton Services is the general partner of MLIM and is a wholly-owned subsidiary of ML Group, which is a wholly-owned subsidiary of ML&Co. MLBT-FSB is a wholly-owned subsidiary of ML&Co. MLPF&S is a wholly-owned subsidiary of ML&Co.

2. On December 23, 2008, MLIM sold a total of 200,000 shares of Common Stock, par value $0.01 per share (the "Common Stock") of BlackRock Inc. ("BlackRock") held by it pursuant to Rule 144 of the Securities and Exchange Act of 1934, as amended, after which ML&Co indirectly through its wholly-owned subsidiaries beneficially owned 52,196,417 shares of Common Stock of BlackRock and MLIM and Princeton Services each beneficially owned zero shares of Common Stock of BlackRock.

3. In addition, on December 23, 2008, each of the following transactions were effected, each of which is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 or otherwise: ML&Co contributed all of the Shares held by it to ML Group, MLIM transferred all the shares of Common Stock (other than the 200,000 shares of Common Stock sold pursuant to Rule 144) and Preferred Stock held by it to ML Group and each of Fund Asset Management, L.P. and Princeton Administrators, L.P. (each of which is a wholly-owned direct or indirect subsidiary of ML&Co) transferred all of the shares of Common Stock held by it to ML Group.

	Merrill Lynch & Co., Inc. By: Jonathan Santelli, Assistant Secretary	12/29/2008
	Merrill Lynch Investment Managers, L.P. By: Princeton Services, Inc., its General Partner. By: Jonathan Santelli, Vice President and Secretary	12/29/2008
	Merrill Lynch Group, Inc. By: Jonathan Santelli, Authorized Person	12/29/2008
	Princeton Services, Inc. By: Jonathan Santelli, Vice President and Secretary	12/29/2008
	Merrill Lynch, Pierce, Fenner & Smith Inc. By: Jonathan Santelli, Assistant Secretary	12/29/2008
	Merrill Lynch Bank & Trust Co., FSB By: Jonathan Santelli, Authorized Person	12/29/2008
	** 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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