0001140361-11-029905.txt : 20110525 0001140361-11-029905.hdr.sgml : 20110525 20110525175652 ACCESSION NUMBER: 0001140361-11-029905 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110523 FILED AS OF DATE: 20110525 DATE AS OF CHANGE: 20110525 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BlackRock Inc. CENTRAL INDEX KEY: 0001364742 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 320174431 STATE OF INCORPORATION: DE FISCAL YEAR END: 0226 BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212-810-5300 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10055 FORMER COMPANY: FORMER CONFORMED NAME: BlackRock, Inc. DATE OF NAME CHANGE: 20060929 FORMER COMPANY: FORMER CONFORMED NAME: New BlackRock, Inc. DATE OF NAME CHANGE: 20060601 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BARCLAYS BANK PLC /ENG/ CENTRAL INDEX KEY: 0000312070 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33099 FILM NUMBER: 11872066 BUSINESS ADDRESS: STREET 1: 1 CHURCHILL PLACE STREET 2: E14 5HP CITY: LONDON ENGLAND STATE: X0 ZIP: E14 5HP BUSINESS PHONE: 2124124000 MAIL ADDRESS: STREET 1: 1 CHURCHILL PLACE STREET 2: E14 5HP CITY: LONDON ENGLAND STATE: X0 ZIP: E14 5HP FORMER NAME: FORMER CONFORMED NAME: BARCLAYS BANK INTERNATIONAL LTD DATE OF NAME CHANGE: 19850313 4 1 doc1.xml FORM 4 X0303 4 2011-05-23 0 0001364742 BlackRock Inc. BLK 0000312070 BARCLAYS BANK PLC /ENG/ 1 CHURCHILL PLACE E14 5HP LONDON ENGLAND X0 E14 5HP UNITED KINGDOM 1 0 0 0 Common Stock, par value $0.01 per share (the "Common Stock") 2011-05-23 4 C 0 2356750 A 3031516 I By subsidiary Common Stock 2011-05-23 4 S 0 2356750 190.77 D 3031516 I By subsidiary Series B Convertible Participating Preferred Stock 2011-05-23 4 C 0 2356750 D Common Stock, par value $0.01 per share 2356750 32178505 I By Subsidiary Barclays BR Holdings S.a r.l., a societe a responsabilite limitee organized under the laws of Luxembourg ("BR Holdings"), a wholly-owned subsidiary of Barclays Bank PLC, a public company organized under the laws of England and Wales (the "Reporting Person"), has previously entered into a transaction, which resulted in the transfer of 3,000,000 shares of Common Stock and 34,520,000 shares of the Series B Convertible Participating Preferred Stock, par value $0.01 per share ("Series B Preferred Stock"), of BlackRock, Inc. (the "Issuer") to Lapis (Gers Investments) LP, a Delaware limited partnership ("Lapis"), an indirect wholly-owned subsidiary of the Reporting Person. Following the transfer, BR Holdings held 31,516 shares of the Common Stock and 15,255 shares of the Series B Preferred Stock, and Lapis held 3,000,000 shares of the Common Stock and 34,520,000 shares of the Series B Preferred Stock. Pursuant to the Stockholder Agreement, dated as of December 1, 2009, as amended from time to time, among the Reporting Person, BR Holdings, Lapis and the Issuer, the Reporting Person has the right to designate, and has designated, two members to the board of directors of the Issuer. The Reporting Person and its subsidiaries disclaims its possible status as director of the Issuer by deputization. Under the terms of the Series B Preferred Stock, the shares of Series B Preferred Stock are automatically converted into shares of the Common Stock upon any transfer to any person that is not an affiliate of the Reporting Person. Each share of Series B Preferred Stock converts into the Common Stock on a one-for-one basis. As shares of the Series B Preferred Stock are not convertible into shares of the Common Stock while owned by Reporting Person and its affiliates, the Reporting Person disclaims beneficial ownership of the shares of the Common Stock underlying the shares of the Series B Preferred Stock. The Series B Preferred Stock is a perpetual security. /s/ Michael L. Crowl 2011-05-25