X0304 4 2012-01-31 0 0001364742 BlackRock Inc. BLK 0001059246 KAPITO ROBERT BLACKROCK INC. 55 EAST 52ND STREET NEW YORK NY 10055 1 1 0 0 President Shares of Common Stock (par value $0.01 per share) 2011-02-10 5 G 0 E 240855 0.00 D 473107 I By Grantor Retained Annuity Trusts Shares of Common Stock (par value $0.01 per share) 2011-11-28 5 G 0 E 196991 0.00 D 192750.6 D Shares of Common Stock (par value $0.01 per share) 2011-11-28 5 G 0 E 37771 0.00 D 154979.6 D Shares of Common Stock (par value $0.01 per share) 2012-01-31 4 F 0 19097 183.22 D 135882.6 D Shares of Common Stock (par value $0.01 per share) 2012-02-01 4 M 0 87500 37.36 A 223382.6 D Shares of Common Stock (par value $0.01 per share) 2012-02-01 4 S 0 77082 183.3044 D 146300.6 D Shares of Common Stock (par value $0.01 per share) 2012-02-01 4 S 0 10418 183.8998 D 135882.6 D Shares of Common Stock (par value $0.01 per share) 2012-02-02 4 M 0 87500 37.36 A 223382.6 D Shares of Common Stock (par value $0.01 per share) 2012-02-02 4 S 0 75380 183.1777 D 148002.6 D Shares of Common Stock (par value $0.01 per share) 2012-02-02 4 S 0 12120 183.8316 D 135882.6 D Employee Stock Option (right to buy) 37.36 2012-02-01 4 M 0 87500 0.00 D 2006-12-31 2012-10-15 Shares of Common Stock (par value $0.01 per share) 87500 87500 D Employee Stock Option (right to buy) 37.36 2012-02-02 4 M 0 87500 0.00 D 2006-12-31 2012-10-15 Shares of Common Stock (par value $0.01 per share) 87500 0 D Transaction conducted for estate planning purposes. Represents transfer to the reporting person's Goldman 2008 Trust, for the benefit of family. Reflects total indirect holdings in grantor retained annuity trusts (the "GRATs") as of February 2, 2012, which holdings give effect to transfers from the reporting person's direct holdings to the GRATs and from the GRATs to the reporting person's direct holdings, including the May 5, 2008 transfer of 500,000 shares of common stock ("Shares") from direct holdings to the GRATs, the February 26, 2010 transfer of 150,000 Shares from direct holdings to the GRATs, the February 9, 2011 transfer of 158,047 Shares from the GRATs to direct holdings, the February 25, 2011 transfer of 49,810 Shares from the GRATs to direct holdings, the April 27, 2011 transfer of 75,172 Shares from the GRATs to direct holdings, the April 29, 2011 transfer of 150,000 Shares from direct holdings to the GRATs and the November 28, 2011 transfer of 196,991 Shares from direct holdings to the GRATs. Represents transfer to a grantor retained annuity trust, as described in footnote 3. Includes (i) 9,235 shares of Restricted Stock vesting on 1/31/13, (ii) 23,486 shares of Restricted Stock vesting in equal installments on 1/31/13 and 1/31/14, (iii) 14,969 shares of Restricted Stock vesting on 1/31/14, (iv) 28,713 Restricted Stock Units vesting in installments on 1/31/13, 1/31/14 and 1/31/15 and (v) 26,213 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. Represents transfer to the reporting person's 2010 Family Trust Account, for the benefit of family. Represents the withholding by BlackRock of Common Stock to satisfy tax obligation on the vesting of the reporting person's Restricted Stock Units and shares of Restricted Stock granted under the Amended and Restated BlackRock, Inc. 1999 Stock Award and Incentive Plan. This transaction was executed in multiple trades at prices ranging from $182.73 to $183.72. 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. This transaction was executed in multiple trades at prices ranging from $183.73 to $184.34. 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. This transaction was executed in multiple trades at prices ranging from $182.59 to $183.58. 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. This transaction was executed in multiple trades at prices ranging from $183.59 to $184.33. 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 Robert Kapito 2012-02-02