X0303 4 2010-01-31 0 0001364742 BlackRock Inc. BLK 0001376962 Fairbairn Robert W BLACKROCK, INC. 55 EAST 52ND STREET NEW YORK NY 10055 0 1 0 0 Senior Managing Director Shares of Common Stock (par value $0.01 per share) 2010-01-31 4 F 0 2400 213.82 D 83139 D Shares of Common Stock (par value $0.01 per share) 2011-01-31 4 F 0 6806 194.28 D 76333 D Shares of Common Stock (par value $0.01 per share) 2011-02-02 4 S 0 8736 198.9655 D 67597 D Shares of Common Stock (par value $0.01 per share) 2011-02-02 4 S 0 1400 199.8829 D 66197 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) 2,536 Restricted Stock Units vesting on 1/31/12, (ii) 3,886 shares of Restricted Stock vesting in equal installments on 1/31/12 and 1/31/13, (iii) 34,394 Restricted Stock Units vesting on 9/29/11, (iv) 4,001 shares of Restricted Stock vesting on 1/31/12, (v) 8,282 shares of Restricted Stock vesting in installments on 1/31/12, 1/31/13 and 1/31/14 and (vi) 13,098 shares of Restricted Stock vesting on 1/31/14. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock. This transaction was executed in multiple trades at prices ranging from $198.5680 to $199.5254. 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 W. Fairbairn 2011-02-02