Sec Form 4 Filing - KAPITO ROBERT @ BlackRock Inc. - 2015-10-26

Insider filing report for Changes in Beneficial Ownership
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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
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/YY)
10/26/2015
(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) 10/26/2015 M 148,160 A $ 167.76 472,094.6 ( 1 ) D
Shares Of Common Stock (par Value $0.01 Per Share) 10/26/2015 S 47,576 D $ 336.2819 ( 2 ) 424,518.6 ( 1 ) D
Shares Of Common Stock (par Value $0.01 Per Share) 10/26/2015 S 68,393 D $ 337.4063 ( 3 ) 356,125.6 ( 1 ) D
Shares Of Common Stock (par Value $0.01 Per Share) 10/26/2015 S 100 D $ 337.92 356,025.6 ( 1 ) D
Shares Of Common Stock (par Value $0.01 Per Share) 240,114 I By Grantor Retained Annuity Trusts
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 10/26/2015 M 148,160 01/31/2007 01/31/2017 Common Stock 148,160 ( 4 ) $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KAPITO ROBERT
BLACKROCK INC.
55 EAST 52ND STREET
NEW YORK, NY10055
X President
Signatures
/s/ Daniel R. Waltcher as Attorney-in-Fact for Robert Kapito 10/28/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes (i) 7,981 Restricted Stock Units vesting on 1/31/16, (ii) 14,182 Restricted Stock Units vesting in installments on 1/31/16 and 1/31/17, (iii) 8,928 shares of Restricted Stock vesting in installments on 1/31/16, 1/31/17 and 1/31/18, (iv) 26,213 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, (v) 29,583 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 (vi) 19,201 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 )This transaction was executed in multiple trades at prices ranging from $335.9150 to $336.9050. The price reported represents the weighted average purchase 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 purchased at each separate price.
( 3 )This transaction was executed in multiple trades at prices ranging from $336.9100 to $337.8950. The price reported represents the weighted average purchase 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 purchased at each separate price.
( 4 )Relates to a portion of a long-term plan option award of 210,109 options granted on 1/31/07 with an expiration date of 1/31/17.

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