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
Expires: November 30, 2011
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kushel J. Richard 		2. Issuer Name and Ticker or Trading Symbol

BlackRock Inc. [ BLK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior Managing Director
(Last)          (First)          (Middle)

BLACKROCK, INC., 55 EAST 52ND STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/20/2012
(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)   1/20/2012     A    5647   (1) A $ 0   115395   (2) D    
Shares of Common Stock (par value $0.01 per share)   1/20/2012     A    19660   (3) (4) A $ 0   135055   (5) D    
Shares of Common Stock (par value $0.01 per share)                  45000   I   By The Kushel Family 2011 Dynasty Trust  
Shares of Common Stock (par value $0.01 per share)                  1000   I   By Family Trust  
Shares of Common Stock (par value $0.01 per share)                  1000   I   By Family Trust  

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 an award value of $1,037,500 converted to a number of Restricted Stock Units by dividing the approved award value by $183.71, which was the average of the high and low price per share of Common Stock on January 20, 2012. This grant was approved by the Management Development and Compensation Committee on January 17, 2012. Restricted Stock Units vest in installments with 33% vesting on 1/31/13, 33% vesting on 1/31/14 and 34% vesting on 1/31/15.
( 2)  Includes (i) 2,178 Restricted Stock Units vesting on 1/31/12, (ii) 2,514 shares of Restricted Stock vesting in equal installments on 1/31/12 and 1/31/13, (iii) 3,429 shares of Restricted Stock vesting on 1/31/12, (iv) 7,796 shares of Restricted Stock vesting in installments on 1/31/12, 1/31/13 and 1/31/14, (v) 11,227 shares of Restricted Stock vesting on 1/31/14 and (vi) 5,647 Restricted Stock Units vesting in installments on 1/31/13, 1/31/14 and 1/31/15. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock.
( 3)  Reflects an award value of $2,250,000 converted to a number of Restricted Stock Units using a $114.445 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 17, 2012. This award of 19,660 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 $211.266 for at least 20 consecutive trading days, (B) 33% of the award if the price of a share of Common Stock is at least $229.637 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 $248.008 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 $211.266, where "Vesting Date" shall mean any of January 31, 2016, January 31, 2017 and January 31, 2018. Accordingly, no portion of this award may vest and be eligible for payment before January 31, 2016 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, 2018 shall on such date expire and be cancelled.
( 5)  Includes (i) 2,178 Restricted Stock Units vesting on 1/31/12, (ii) 2,514 shares of Restricted Stock vesting in equal installments on 1/31/12 and 1/31/13, (iii) 3,429 shares of Restricted Stock vesting on 1/31/12, (iv) 7,796 shares of Restricted Stock vesting in installments on 1/31/12, 1/31/13 and 1/31/14, (v) 11,227 shares of Restricted Stock vesting on 1/31/14, (vi) 5,647 Restricted Stock Units vesting in installments on 1/31/13, 1/31/14 and 1/31/15 and (vii) 19,660 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. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kushel J. Richard
BLACKROCK, INC.
55 EAST 52ND STREET
NEW YORK, NY 10055

Senior Managing Director

Signatures
/s/ Daniel R. Waltcher as Attorney-in-Fact for J. Richard Kushel 1/24/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
BlackRock (NYSE:BLK)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more BlackRock Charts.
BlackRock (NYSE:BLK)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more BlackRock Charts.