Sec Form 4 Filing - BANK OF AMERICA CORP /DE/ @ BlackRock Inc. - 2011-12-20

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 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BANK OF AMERICA CORP /DE/ 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) BANK OF AMERICA CORPORATE CENTER, 100 N. TRYON STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/20/2011 (Street) CHARLOTTE, NC28255 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 12/20/2011 P 10 A $ 173.29 596 I See Footnote ( 1 ) Common Stock 12/21/2011 S 51 D $ 173.35 545 I See Footnote ( 1 ) Common Stock 12/22/2011 P 4 A $ 175.85 549 I See Footnote ( 1 ) Common Stock 12/23/2011 P 51 A $ 178.15 600 I See Footnote ( 1 ) Common Stock 12/23/2011 S 4 D $ 178.06 596 I See Footnote ( 1 ) Common Stock 12/27/2011 S 10 D $ 178.41 586 I See Footnote ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BANK OF AMERICA CORP /DE/ BANK OF AMERICA CORPORATE CENTER 100 N. TRYON STREET CHARLOTTE, NC28255 X Signatures Bank of America Corporation, By: /s/ Gary Whitman, Authorized Signatory 01/04/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Of such securities, 586 shares of common stock are held by Bank of America Corporation ("BAC") and the remaining securities are held by Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), an indirect, wholly owned subsidiary of BAC. The transaction reports shares held by MLPFS. Each of BAC and MLPFS disclaims beneficial ownership except to the extent of its pecuniary interest therein.

Remarks: Pursuant to the Third Amended and Restated Stockholder Agreement dated as of November 15, 2010, as may be amended from time to time, between Merrill Lynch & Co., Inc. ("ML&Co."), a direct, wholly owned subsidiary of BAC, Merrill Lynch Group, Inc. ("ML Group"), an indirect, wholly owned subsidiary of BAC, 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.Disgorgement of profits, if applicable, based on transactions reported above is being made by the Reporting Person to the Issuer.

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).

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