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^*

FINK LAURENCE

(Last)

(First)

(Middle)

BLACKROCK, INC.

55 EAST 52ND STREET

(Street)

NEW YORK

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2019

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)
Shares Of Common Stock (par Value $0.01 Per Share)	01/17/2019		A		10,358⁽¹⁾	A	$410.315	1,081,841⁽²⁾	D
Shares Of Common Stock (par Value $0.01 Per Share)	01/18/2019		S		1,300	D	$417.577⁽³⁾	1,080,541⁽²⁾	D
Shares Of Common Stock (par Value $0.01 Per Share)	01/18/2019		S		15,072	D	$418.58⁽⁴⁾	1,065,469⁽²⁾	D
Shares Of Common Stock (par Value $0.01 Per Share)	01/18/2019		S		7,377	D	$419.515⁽⁵⁾	1,058,092⁽²⁾	D
Shares Of Common Stock (par Value $0.01 Per Share)	01/18/2019		S		1,353	D	$420.2074⁽⁶⁾	1,056,739⁽²⁾	D
Shares Of Common Stock (par Value $0.01 Per Share)	01/22/2019		S		2,200	D	$414.44⁽⁷⁾	1,054,539⁽²⁾	D
Shares Of Common Stock (par Value $0.01 Per Share)	01/22/2019		S		1,000	D	$415.49⁽⁸⁾	1,053,539⁽²⁾	D
Shares Of Common Stock (par Value $0.01 Per Share)	01/22/2019		S		900	D	$416.44⁽⁹⁾	1,052,639⁽²⁾	D
Shares Of Common Stock (par Value $0.01 Per Share)	01/22/2019		S		1,330	D	$417.31⁽¹⁰⁾	1,051,309⁽²⁾	D
Shares Of Common Stock (par Value $0.01 Per Share)	01/22/2019		S		300	D	$418.52⁽¹¹⁾	1,051,009⁽²⁾	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)
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. Reflects an award value of $4,250,000 converted to a number of Restricted Stock Units by dividing the approved award value by $410.315, which was the average of the high and low price per share of Common Stock on January 17, 2019. This grant was approved by the Management Development and Compensation Committee on January 14, 2019. Restricted Stock Units vest in equal installments on 1/31/20, 1/31/21 and 1/31/22.

2. Includes Common Stock as well as Restricted Stock and Restricted Stock Units that vest over a period of 1 to 3 years. Restricted Stock and Restricted Stock Units are payable solely by delivery of an equal number of shares of Common Stock.

3. This transaction was executed in multiple trades at prices ranging from $416.91 to $417.90. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

4. This transaction was executed in multiple trades at prices ranging from $418.01 to $418.99. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

5. This transaction was executed in multiple trades at prices ranging from $419.00 to $419.98. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

6. This transaction was executed in multiple trades at prices ranging from $420.035 to $420.49. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

7. This transaction was executed in multiple trades at prices ranging from $414.00 to $414.96. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

8. This transaction was executed in multiple trades at prices ranging from $415.02 to $415.975. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

9. This transaction was executed in multiple trades at prices ranging from $416.03 to $416.875. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

10. This transaction was executed in multiple trades at prices ranging from $417.09 to $417.93. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

11. This transaction was executed in multiple trades at prices ranging from $418.36 to $418.82. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

	/s/ Daniel R. Waltcher as Attorney-in-Fact for Laurence Fink	01/22/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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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