SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KAPITO ROBERT

(Last)

(First)

(Middle)

BLACKROCK INC.

55 EAST 52ND STREET

(Street)

NEW YORK

10055

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BlackRock Inc. [ BLK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Shares Of Common Stock (par Value $0.01 Per Share)	01/17/2014		A		21,273⁽¹⁾	A	$0	297,518.6⁽²⁾	D
Shares Of Common Stock (par Value $0.01 Per Share)	01/17/2014		A		19,201⁽³⁾⁽⁴⁾	A	$0	316,719.6⁽⁵⁾⁽⁶⁾	D
Shares Of Common Stock (par Value $0.01 Per Share)								365,949⁽⁷⁾	I	By Grantor Retained Annuity Trusts

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects an award value of $6,787,500 converted to a number of Restricted Stock Units by dividing the approved award value by $319.055, which was the average of the high and low price per share of Common Stock on January 17, 2014. This grant was approved by the Management Development and Compensation Committee on January 14, 2014. Restricted Stock Units vest in installments with 33% vesting on 1/31/15, 33% vesting on 1/31/16 and 34% vesting on 1/31/17.

2. Includes (i) 11,743 shares of Restricted Stock vesting on 1/31/14, (ii) 14,969 shares of Restricted Stock vesting on 1/31/14, (iii) 19,142 Restricted Stock Units vesting in installments on 1/31/14 and 1/31/15, (iv) 23,943 Restricted Stock Units vesting in installments on 1/31/14, 1/31/15 and 1/31/16, (v) 21,273 Restricted Stock Units vesting installments on 1/31/15, 1/31/16 and 1/31/17 (vi) 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 and (vi) 29,583 Restricted Stock Units awarded on 1/18/13 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 1/31/17 and will expire on 1/31/19 to the extent not then vested. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock.

3. Reflects an award value of $3,750,000 converted to a number of Restricted Stock Units using a $195.30 per unit value. The per unit value used for conversion represents a discount to the full value of a share of BlackRock stock on the grant date to account for the performance requirements and the risk of the award not vesting if certain performance requirements are not met. This grant was approved by the Management Development and Compensation Committee on January 14, 2014. This award of 19,201 Restricted Stock Units will vest and be eligible for payment in respect of (A) 33% of the award if the price of a share of Common Stock is at least $366.913 for at least 20 consecutive trading days, (B) 33% of the award if the price of a share of Common Stock is at least $398.819 for at least 20 consecutive trading days and

4. [Footnote 3 cont.] (C) 34% of the award if the price of a share of Common Stock is at least $430.724 for at least 20 consecutive trading days; provided that, such vesting and eligibility for payment shall occur only if the price of a share of Common Stock on any Vesting Date which occurs subsequent to satisfaction of a condition described in clauses (A), (B) or (C) is at least $366.913, where "Vesting Date" shall mean any of January 31, 2018, January 31, 2019 and January 31, 2020. Accordingly, no portion of this award may vest and be eligible for payment before January 31, 2018 and any portion of this award that has not become vested and eligible for payment, based on the above performance requirements, on or before January 31, 2020 shall on such date expire and be cancelled.

5. Includes (i) 11,743 shares of Restricted Stock vesting on 1/31/14, (ii) 14,969 shares of Restricted Stock vesting on 1/31/14, (iii) 19,142 Restricted Stock Units vesting in installments on 1/31/14 and 1/31/15, (iv) 23,943 Restricted Stock Units vesting in installments on 1/31/14, 1/31/15 and 1/31/16, (v) 21,273 Restricted Stock Units vesting installments on 1/31/15, 1/31/16 and 1/31/17 (vi) 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 and

6. [Footnote 5 cont.] (vii) 29,583 Restricted Stock Units awarded on 1/18/13 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 1/31/17 and will expire on 1/31/19 to the extent not then vested and (viii) 19,201 Restricted Stock Units awarded on 1/17/14 that will vest in whole or in part only on the satisfaction of one or more Common Stock price targets as reflected in notes 3 and 4 above, but which may not vest before 1/31/18 and will expire on 1/31/20 to the extent not then vested. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock.

7. Reflects total indirect holdings in grantor retained annuity trusts (the "GRATs") as of January 22, 2014 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 20, 2013 transfer of 57,367 shares of common stock ("Shares") from the GRATs to direct holdings, the May 29, 2013 transfer of 67,749 Shares from the GRATs to direct holdings, the June 3, 2013 transfer of 4,483 Shares from the GRATs to direct holdings, the August 20, 2013 transfer of 138,374 Shares from direct holdings to the GRATs and the November 29, 2013 transfer of 144,864 shares from the GRATs to direct holdings.

	/s/ Daniel R. Waltcher as Attorney-in-Fact for Robert Kapito	01/22/2014
	** Signature of Reporting Person	Date
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