X0304 4 2012-01-31 0 0001364742 BlackRock Inc. BLK 0001059235 WAGNER SUSAN BLACKROCK, INC. 55 EAST 52ND STREET NEW YORK NY 10055 0 1 0 0 Vice Chairman Shares of Common Stock (par value $0.01 per share) 2012-01-31 4 F 0 6125 183.22 D 544299.8 D 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. Includes (i) 2,534 shares of Restricted Stock vesting on 1/31/13, (ii) 7,942 shares of Restricted Stock vesting in equal installments on 1/31/13 and 1/31/14, (iii) 13,098 shares of Restricted Stock vesting on 1/31/14, (iv) 7,756 Restricted Stock Units vesting in installments on 1/31/13, 1/31/14 and 1/31/15 and (v) 17,475 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. /s/ Daniel R. Waltcher as Attorney-in-Fact for Susan Wagner 2012-02-02