0001140361-11-031448.txt : 20110606 0001140361-11-031448.hdr.sgml : 20110606 20110606152940 ACCESSION NUMBER: 0001140361-11-031448 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110222 FILED AS OF DATE: 20110606 DATE AS OF CHANGE: 20110606 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: BANK OF AMERICA CORP /DE/ CENTRAL INDEX KEY: 0000070858 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33099 FILM NUMBER: 11895151 BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 BUSINESS PHONE: 7043868486 MAIL ADDRESS: STREET 1: BANK OF AMERICA CORPORATE CENTER STREET 2: 100 N TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28255 FORMER NAME: FORMER CONFORMED NAME: BANKAMERICA CORP/DE/ DATE OF NAME CHANGE: 19981022 FORMER NAME: FORMER CONFORMED NAME: NATIONSBANK CORP DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: NCNB CORP DATE OF NAME CHANGE: 19920107 4 1 doc1.xml FORM 4 X0303 4 2011-02-22 0 0001364742 BlackRock Inc. BLK 0000070858 BANK OF AMERICA CORP /DE/ 100 N TRYON STREET CHARLOTTE NC 28255 1 0 0 0 Common Stock 2011-02-22 4 P 0 85 198.91 A 586 I By Subsidiary Common Stock 2011-02-28 4 S 0 85 203.85 D 586 I By Subsidiary Common Stock 2011-03-03 4 P 0 75 205.07 A 586 I By Subsidiary Common Stock 2011-03-03 4 P 0 195 205.0176 A 586 I By Subsidiary Common Stock 2011-03-04 4 S 0 195 202.22 D 586 I By Subsidiary Common Stock 2011-03-04 4 S 0 75 202.33 D 586 I By Subsidiary Common Stock 2011-03-08 4 S 0 3000 198.7743 D 586 I By Subsidiary Common Stock 2011-03-08 4 P 0 3000 198.3345 A 586 I By Subsidiary Common Stock 2011-03-09 4 P 0 3000 197.76 A 586 I By Subsidiary Common Stock 2011-03-10 4 P 0 25 189.93 A 586 I By Subsidiary Common Stock 2011-03-11 4 S 0 3000 189 D 586 I By Subsidiary Common Stock 2011-03-11 4 S 0 25 189.8 D 586 I By Subsidiary Common Stock 2011-03-16 4 P 0 22 182 A 586 I By Subsidiary Common Stock 2011-03-16 4 P 0 50 182.07 A 586 I By Subsidiary Common Stock 2011-03-18 4 S 0 22 184.87 D 586 I By Subsidiary Common Stock 2011-03-21 4 S 0 50 185.94 D 586 I By Subsidiary Common Stock 2011-03-23 4 P 0 100 184 A 586 I By Subsidiary Common Stock 2011-03-24 4 S 0 100 185.03 D 586 I By Subsidiary Common Stock 2011-03-24 4 P 0 16 185.6113 A 586 I By Subsidiary Common Stock 2011-03-29 4 P 0 10 185.91 A 586 I By Subsidiary Common Stock 2011-04-01 4 S 0 10 203.88 D 586 I By Subsidiary Common Stock 2011-04-04 4 S 0 4 201.09 D 586 I By Subsidiary Common Stock 2011-04-04 4 S 0 12 201.06 D 586 I By Subsidiary Common Stock 2011-04-08 4 P 0 200 196.4668 A 586 I By Subsidiary Common Stock 2011-04-13 4 S 0 200 194.7428 D 586 I By Subsidiary Common Stock 2011-04-18 4 P 0 25 189.95 A 586 I By Subsidiary Common Stock 2011-04-20 4 P 0 1700 194.1309 A 586 I By Subsidiary Common Stock 2011-04-20 4 S 0 1700 194.1309 D 586 I By Subsidiary Common Stock 2011-04-25 4 S 0 25 196.34 D 586 I By Subsidiary Series B Convertible Participating Preferred Stock Common Stock 13562878 I See Footnotes This Form 4 is being filed by Bank of America Corporation ("BAC"), a Delaware corporation and bank holding company registered under the Bank Holding Company Act of 1956, on behalf of its subsidiaries. Transaction executed by the error correction section of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), a broker-dealer and subsidiary of BAC, to correct errors made in connection with agency brokerage trades made on behalf of clients of MLPFS. In connection with this transaction, BAC has agreed to voluntarily remit appropriate profits, if any, to the Issuer. BAC disclaims that such transaction is subject to reporting under Section 16(a) or disgorgement under Section 16(b), and this report shall not be deemed an admission that those sections apply to such transaction. In addition to the shares of Common Stock reported herein, as of the date of this transaction BAC was also the beneficial owner of 13,562,878 shares of Series B Convertible Participating Preferred Stock (the "Series B Preferred Stock"), as reported in Table II. The Series B Preferred Stock automatically converts into Common Stock on a 1-for-1 basis upon transfer to a third party and has no expiration date. As reported on a Form 4 filed on May 23, 2011, BAC is no longer the beneficial owner of any shares of the Series B Preferred Stock. Each of BAC, Merrill Lynch & Co., Inc. ("ML&Co."), MLPFS and Merrill Lynch Group, Inc. ("ML Group", and collectively the "Reporting Persons") disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein. As reported on a Form 4 filed on May 23, 2011, BAC is no longer the beneficial owner of any shares of the Series B Preferred Stock. BAC owns the Common Stock indirectly through its wholly owned subsidiary MLPFS. As of the date of this transaction, BAC owned the Series B Preferred Stock indirectly through its wholly owned subsidiary, ML Group. As reported on a Form 4 filed on May 23, 2011, BAC is no longer the beneficial owner of any shares of the Series B Preferred Stock. Pursuant to the Third Amended and Restated Stockholder Agreement dated as of November 15, 2010, as may be amended from time to time, between ML&Co., ML Group and the Issuer, once ML&Co. and its affiliates have beneficially owned less than five percent of the Issuer's capital stock for a period of 90 days, ML&Co.'s designee to the Issuer's board of directors is required to resign. As reported on a Form 4 filed on May 23, 2011, the Issuer has waived this requirement to allow ML&Co.'s designee to continue to serve as a member of the Issuer's board of directors, subject to future review by the Issuer's board of directors. Each of the Reporting Persons other than ML&Co. disclaims its possible status as director of the Issuer. /s/ Beth Dorfman, Authorized Signatory for Bank of America 2011-06-06