Sec Form 4 Filing - McCombe Mark @ BlackRock Inc. - 2016-01-19

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 McCombe Mark 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) 01/19/2016 (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) 01/19/2016 A 4,305 ( 1 ) A $ 0 40,549 ( 2 ) 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 McCombe Mark BLACKROCK, INC. 55 EAST 52ND STREET NEW YORK, NY10055 Senior Managing Director Signatures /s/ Daniel R. Waltcher as Attorney-in-Fact for Mark McCombe 01/21/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects an award value of $1,275,000 converted to a number of Restricted Stock Units by dividing the approved award value by $296.120, which was the average of the high and low price per share of Common Stock on January 19, 2016. This grant was approved by the Management Development and Compensation Committee on January 13, 2016. Restricted Stock Units vest in equal installments on 1/31/17, 1/31/18 and 1/31/19. ( 2 )Includes (i) 1,147 Restricted Stock Units vesting on 1/31/16, (ii) 2,246 Restricted Stock Units vesting in equal installments on 1/31/16 and 1/31/17, (iii) 3,635 Restricted Stock Units vesting in equal installments on 1/31/16, 1/31/17 and 1/31/18, (iv) 4,305 Restricted Stock Units vesting in equal installments on 1/31/17, 1/31/18 and 1/31/19, (v) 8,737 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, (vi) 9,861 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 (vii) 6,144 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.

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