Sec Form 4 Filing - Smith Jeff A @ BlackRock Inc. - 2014-01-17

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 Smith Jeff A 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/YY) 01/17/2014 (Street) NEW YORK, NY10055 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 Shares Of Common Stock (par Value $0.01 Per Share) 01/17/2014 A 3,290 ( 1 ) A $ 0 34,056 ( 2 ) D Shares Of Common Stock (par Value $0.01 Per Share) 01/17/2014 A 4,096 ( 3 ) ( 4 ) A $ 0 38,152 ( 5 ) ( 6 ) D Shares Of Common Stock (par Value $0.01 Per Share) 01/17/2014 S 2,100 D $ 320.06 ( 7 ) 36,052 ( 8 ) ( 9 ) D

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 Smith Jeff A BLACKROCK, INC. 55 EAST 52ND STREET NEW YORK, NY10055 Senior Managing Director Signatures /s/ Daniel R. Waltcher as Attorney-in-Fact for Jeff A. Smith 01/22/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects an award value of $1,050,000 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) 3,429 Restricted Stock Units vesting on 1/31/14, (ii) 1,206 shares of Restricted Stock vesting on 1/31/14, (iii) 3,742 shares of Restricted Stock vesting on 1/31/14, (iv) 2,232 Restricted Stock Units vesting in installments on 1/31/14 and 1/31/15, (v) 3,116 Restricted Stock Units vesting in installments on 1/31/14, 1/31/15 and 1/31/16, (vi) 3,290 Restricted Stock Units vesting in installments on 1/31/15, 1/31/16 and 1/31/17, (vii) 6,553 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 (viii) 7,888 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 $800,000 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 4,096 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) 3,429 Restricted Stock Units vesting on 1/31/14, (ii) 1,206 shares of Restricted Stock vesting on 1/31/14, (iii) 3,742 shares of Restricted Stock vesting on 1/31/14, (iv) 2,232 Restricted Stock Units vesting in installments on 1/31/14 and 1/31/15, (v) 3,116 Restricted Stock Units vesting in installments on 1/31/14, 1/31/15 and 1/31/16, (vi) 3,290 Restricted Stock Units vesting in installments on 1/31/15, 1/31/16 and 1/31/17, (vii) 6,553 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.] (viii) 7,888 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 (ix) 4,096 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 )This transaction was executed in multiple trades at prices ranging from $320.00 to $320.40. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price. ( 8 )Includes (i) 3,429 Restricted Stock Units vesting on 1/31/14, (ii) 1,206 shares of Restricted Stock vesting on 1/31/14, (iii) 3,742 shares of Restricted Stock vesting on 1/31/14, (iv) 2,232 Restricted Stock Units vesting in installments on 1/31/14 and 1/31/15, (v) 3,116 Restricted Stock Units vesting in installments on 1/31/14, 1/31/15 and 1/31/16, (vi) 3,290 Restricted Stock Units vesting in installments on 1/31/15, 1/31/16 and 1/31/17, (vii) 6,553 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 ( 9 )[Footnote 8 cont.] (viii) 7,888 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 (ix) 4,096 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.

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