BLK BlackRock Inc

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * KAPITO ROBERT	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
(Last)          (First)          (Middle) BLACKROCK INC., 55 EAST 52ND STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 1/31/2021
(Street) NEW YORK, NY 10055 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
			Code	V	Amount	(A) or (D)	Price
Shares Of Common Stock (par Value $0.01 Per Share)	1/31/2021		A		17402 (1)	A	$0	307539.4 (2)	D
Shares Of Common Stock (par Value $0.01 Per Share)	1/31/2021		F		13041 (3)	D	$701.26	294498.4 (2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
(1)	Reflects a 2017 BlackRock Performance Incentive Plan award value of $9,626,081 converted to 16,994 Restricted Stock Units by dividing the award value by $566.44, which was the average of the high and low price per share of Common Stock on January 16, 2018. The award was disclosed in the table on page 50 of BlackRock's 2018 Proxy Statement in the column headed "Long-Term Incentive Award (BPIP)." As outlined in BlackRock's 2018 Proxy Statement, the award was subject to adjustment based on certain performance metrics approved by the Management Development and Compensation Committee at the time of the award. Based on the Company's performance, the Restricted Stock Units vesting represent 102.4% of the original award.
(2)	Includes Common Stock as well as Restricted Stock Units that will vest over a period of 1 to 3 years. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock.
(3)	Represents the withholding by BlackRock of common stock to satisfy tax obligations on the vesting of the reporting person's awards granted under the Second Amended and Restated BlackRock, Inc. 1999 Stock Award and Incentive Plan.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KAPITO ROBERT BLACKROCK INC. 55 EAST 52ND STREET NEW YORK, NY 10055	X		President

Signatures
/s/ Daniel R. Waltcher as Attorney-in-Fact for Robert Kapito		2/2/2021
**Signature of Reporting Person		Date