Sec Form 4 Filing - Kushel J. Richard @ BlackRock Inc. - 2016-02-26

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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/YY)
02/26/2016
(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) 02/26/2016 M 4,000 A $ 167.76 150,001 ( 1 ) D
Shares Of Common Stock (par Value $0.01 Per Share) 02/26/2016 S 3,161 D $ 313.3649 146,840 ( 1 ) D
Shares Of Common Stock (par Value $0.01 Per Share) 1,000 I By Family Trust
Shares Of Common Stock (par Value $0.01 Per Share) 1,000 I By Family Trust
Shares Of Common Stock (par Value $0.01 Per Share) 45,000 I By The Kushel Family 2011 Dynasty Trust
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
Employee Stock Option (Right to Buy) $ 167.76 02/26/2016 M 4,000 09/29/2011 01/31/2017 Common Stock 4,000 ( 2 ) $ 0 24,007 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kushel J. Richard
BLACKROCK, INC.
55 EAST 52ND STREET
NEW YORK, NY10055
Senior Managing Director
Signatures
/s/ Daniel R. Waltcher as Attorney-in-Fact for J. Richard Kushel 03/01/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 1,309 shares of Common Stock held in the BlackRock, Inc. Employee Retirement Savings Plan. Also includes (i) 1,554 Restricted Stock Units vesting on 1/31/17, (ii) 2,986 Restricted Stock Units vesting in equal installments on 1/31/17 and 1/31/18, (iii) 5,200 Restricted Stock Units vesting in equal installments on 1/31/17, 1/31/18 and 1/31/19, (iv) 17,750 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 (v) 8,832 Restricted Stock Units awarded on 1/17/14 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 1/31/18 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.
( 2 )Relates to a portion of a long-term plan option award of 28,007 options granted on 1/31/07 with an expiration date of 1/31/17.

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 Number.