-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NdeLEdkU5smzdyKf606K0XtqoLYiDmT6PJNfc75UilAyEJXnug2Ac88Akq0qdf6U ZUBBYEbN2t+/Vp6q1F9GHA== 0001181431-09-054775.txt : 20091203 0001181431-09-054775.hdr.sgml : 20091203 20091203151456 ACCESSION NUMBER: 0001181431-09-054775 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091201 FILED AS OF DATE: 20091203 DATE AS OF CHANGE: 20091203 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: 40 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-810-5300 MAIL ADDRESS: STREET 1: 40 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10022 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] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33099 FILM NUMBER: 091220027 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 rrd258687.xml FORM 4 X0303 4 2009-12-01 0 0001364742 BlackRock Inc. BLK 0000312070 BARCLAYS BANK PLC /ENG/ 1 CHURCHILL PLACE LONDON ENGLAND E14 5HP 1 0 0 0 Common Stock, par value $0.01 per share 2009-12-01 4 P 0 3031516 A 3031516 I By Subsidiary Series B Convertible Participating Preferred Stock 2009-12-01 4 P 0 26888001 A Common Stock 26888001 26888001 I By Subsidiary Series D Participating Preferred Stock 2009-12-01 4 P 0 7647254 A Common Stock 7647254 7647254 I By Subsidiary Pursuant to the Stockholder Agreement, dated as of December 1, 2009, as may be amended from time to time, among Barclays Bank PLC, a public company organized under the laws of England and Wales, Barclays BR Holdings S.?? r.l., a soci??t?? ?? responsabilit?? limit??e organized under the laws of Luxembourg ("BR Holdings") and BlackRock, Inc. (the "Issuer"), Barclays Bank PLC has the right to designate, and has designated, two members to the board of directors of the Issuer. Barclays Bank PLC and its subsidiaries disclaims its possible status as director of the Issuer by deputization. On December 1, 2009, Barclays Bank PLC indirectly acquired through its wholly-owned subsidiary BR Holdings an aggregate of 3,031,516 shares of Common Stock, par value $0.01 per share ("Common Stock"), of the Issuer, 26,888,001 shares of Series B Convertible Participating Preferred Stock, par value $0.01 per share ("Series B Preferred Stock"), of the Issuer and 7,647,254 shares of Series D Participating Preferred Stock, par value $0.01 per share ("Series D Preferred Stock"), of the Issuer at the closing of the sale of the Barclays Global Investors business to the Issuer in accordance with the Stock Purchase Agreement, dated as of June 16, 2009, by and among the Issuer, Barclays Bank PLC and, for the purposes specified therein, Barclays PLC (as amended from time to time, the "Stock Purchase Agreement"), all as more fully described in the Stock Purchase Agreement (the "BGI Transaction"). (Continue to footnote 3) In the BGI Transaction, Barclays Bank PLC received $6,650,038,700 in cash and indirectly received through its wholly-owned subsidiary BR Holdings an aggregate of 3,031,516 shares of Common Stock, 26,888,001 shares of Series B Preferred Stock and 7,647,254 shares of Series D Preferred Stock. This Form 4 is being filed by Barclays Bank PLC, which owns the shares of Common Stock, the shares of Series B Preferred Stock and the shares of Series D Preferred Stock indirectly through its wholly-owned subsidiary BR Holdings. Barclays Bank PLC disclaims beneficial ownership of the Common Stock. Shares of Series B Preferred Stock are convertible, on a one-for-one basis, into shares of Common Stock upon any transfer to any person that is not an affiliate of Barclays Bank PLC. As shares of Series B Preferred Stock are not convertible into shares of Common Stock while owned by Barclays Bank PLC and its affiliates, Barclays Bank PLC disclaims beneficial ownership of the shares of Common Stock underlying the shares of Series B Preferred Stock. Shares of Series D Preferred Stock are convertible, on a one-for-one basis, into shares of Series B Preferred Stock. Such conversion will automatically occur on the date that is 20 days after the date on which an Information Statement is first mailed by the Issuer to holders of Common Stock in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended. Because the shares of Series D Preferred Stock convert only into shares of Series B Preferred Stock and the shares of Series B Preferred Stock convert into shares of Common Stock only upon any transfer to any person that is not an affiliate of Barclays Bank PLC, Barclays Bank PLC disclaims beneficial ownership of the shares of Common Stock underlying the shares of Series B Preferred Stock and Series D Preferred Stock. /s/ Lawrence Dickinson, Authorized Signatory 2009-12-03 -----END PRIVACY-ENHANCED MESSAGE-----