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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| KAPITO ROBERT BLACKROCK INC. 55 EAST 52ND STREET NEW YORK, NY 10055 |
X | President | ||
| /s/ Daniel R. Waltcher as Attorney-in-Fact for Robert Kapito | 01/23/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Reflects an award value of $5,570,000 converted to a number of Restricted Stock Units by dividing the approved award value by $232.63, which was the average of the high and low price per share of Common Stock on January 18, 2013. This grant was approved by the Management Development and Compensation Committee on January 15, 2013. Restricted Stock Units vest in installments with 33% vesting on 1/31/14, 33% vesting on 1/31/15 and 34% vesting on 1/31/16. |
| (2) | Includes (i) 9,235 shares of Restricted Stock vesting on 1/31/13, (ii) 23,486 shares of Restricted Stock vesting in equal installments on 1/31/13 and 1/31/14, (iii) 14,969 shares of Restricted Stock vesting on 1/31/14, (iv) 28,713 Restricted Stock Units vesting in installments on 1/31/13, 1/31/14 and 1/31/15, (v) 23,943 Restricted Stock Units vesting in installments on 1/31/14, 1/31/15 and 1/31/16 and (vi) 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. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock. |
| (3) | Reflects an award value of $3,750,000 converted to a number of Restricted Stock Units using a $126.76 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 15, 2013. This award of 29,583 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 $267.525 for at least 20 consecutive trading days, (B) 33% of the award if the price of a share of Common Stock is at least $290.788 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 $314.051 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 $267.525, where "Vesting Date" shall mean any of January 31, 2017, January 31, 2018 and January 31, 2019. Accordingly, no portion of this award may vest and be eligible for payment before January 31, 2017 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, 2019 shall on such date expire and be cancelled. |
| (5) | Includes (i) 9,235 shares of Restricted Stock vesting on 1/31/13, (ii) 23,486 shares of Restricted Stock vesting in equal installments on 1/31/13 and 1/31/14, (iii) 14,969 shares of Restricted Stock vesting on 1/31/14, (iv) 28,713 Restricted Stock Units vesting in installments on 1/31/13, 1/31/14 and 1/31/15, (v) 23,943 Restricted Stock Units vesting in installments on 1/31/14, 1/31/15 and 1/31/16, (vi) 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 and (vii) 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 Common Stock price targets as reflected in notes 3 and 4 above, 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. |
| (6) | Reflects total indirect holdings in grantor retained annuity trusts (the "GRATs") as of January 23, 2013 which holdings give effect to transfers from the reporting person's direct holdings to the GRATs and from the GRATs to the reporting person's direct holdings, including the February 7, 2012 transfer of 51,288 shares of common stock ("Shares") from the GRATs to direct holdings, the February 27, 2012 transfer of 74,828 Shares from the GRATs to direct holdings, the May 25, 2012 transfer of 88,150 Shares from the GRATs to direct holdings, the May 25, 2012 transfer of 243,197 Shares from direct holdings to the GRATs, the November 28, 2012 transfer of 73,975 shares from the GRATs to direct holdings and the November 28, 2012 transfer of 73,975 shares from direct holdings to the GRATs. |