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^*

BANK OF AMERICA CORP /DE/

(Last)

(First)

(Middle)

BANK OF AMERICA CORPORATE CENTER

100 N. TRYON STREET

(Street)

CHARLOTTE

28255

(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)
08/30/2011

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)
Common Stock	08/30/2011		P		9	A	$166.56	595	I	See Footnote⁽¹⁾
Common Stock	09/01/2011		S		9	D	$162.73	586	I	See Footnote⁽¹⁾
Common Stock	09/16/2011		P		12	A	$159.86	598	I	See Footnote⁽¹⁾
Common Stock	09/23/2011		P		15	A	$146.88	613	I	See Footnote⁽¹⁾
Common Stock	09/27/2011		P		15	A	$156.69	628	I	See Footnote⁽¹⁾
Common Stock	09/29/2011		S		15	D	$148.68	613	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		200	A	$150.95	813	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		100	A	$151.09	913	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		100	A	$151.1	1,013	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		100	A	$151.14	1,113	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		100	A	$151.17	1,213	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		100	A	$151.21	1,313	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		198	A	$151.22	1,511	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		100	A	$151.29	1,611	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		100	A	$151.32	1,711	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		130	A	$151.37	1,841	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		100	A	$151.38	1,941	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		100	A	$151.39	2,041	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		200	A	$151.4	2,241	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		100	A	$151.41	2,341	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		200	A	$151.45	2,541	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		200	A	$151.49	2,741	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		100	A	$151.5	2,841	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		200	A	$151.51	3,041	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		200	A	$151.52	3,241	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		P		170	A	$151.57	3,411	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		S		15	D	$149.74	3,396	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		S		1,399	D	$149.84	1,997	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		S		500	D	$150.19	1,497	I	See Footnote⁽¹⁾
Common Stock	09/30/2011		S		399	D	$150.2	1,098	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)

Explanation of Responses:

1. Of such securities, 586 shares of common stock are held by Bank of America Corporation ("BAC") and the remaining securities are held by Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), an indirect, wholly owned subsidiary of BAC. The transaction reports shares held by MLPFS. Each of BAC and MLPFS disclaims beneficial ownership except to the extent of its pecuniary interest therein.

Remarks:

Pursuant to the Third Amended and Restated Stockholder Agreement dated as of November 15, 2010, as may be amended from time to time, between Merrill Lynch & Co., Inc. ("ML&Co."), a direct, wholly owned subsidiary of BAC, Merrill Lynch Group, Inc. ("ML Group"), an indirect, wholly owned subsidiary of BAC, and the issuer, once ML&Co. and its affiliates have beneficially owned less than five percent of the issuer's capital stock for a period of 90 days, ML&Co.'s designee to the issuer's board of directors is required to resign. As reported on a Form 4 filed on May 23, 2011, the issuer has waived this requirement to allow ML&Co.'s designee to continue to serve as a member of the issuer's board of directors, subject to future review by the issuer's board of directors. Disgorgement of profits, if applicable, based on transactions reported above is being made by the Reporting Person to the Issuer.

	Bank of America Corporation, By: /s/ Gary Whitman, Authorized Signatory	10/19/2011
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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