Edgar Filing: BlackRock Inc.

Ownership Submission

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 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ANDERSON KEITH

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)
Vice Chairman

(Last)

(First)

(Middle)

BLACKROCK, INC., 40 EAST 52ND STREET

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2006

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Shares of Class A Common Stock (par value $0.01 per share)	08/03/2006		S		4,600	D	$ 128.53	289,921 ⁽¹⁾	D
Shares of Class A Common Stock (par value $0.01 per share)	08/03/2006		S		3,400	D	$ 128.73	286,521 ⁽¹⁾	D
Shares of Class A Common Stock (par value $0.01 per share)	08/03/2006		S		1,000	D	$ 128.74	285,521 ⁽¹⁾	D
Shares of Class A Common Stock (par value $0.01 per share)	08/03/2006		S		1,000	D	$ 128.86	284,521 ⁽¹⁾	D
Shares of Class A Common Stock (par value $0.01 per share)	08/04/2006		S		500	D	$ 129.16	284,021 ⁽¹⁾	D
Shares of Class A Common Stock (par value $0.01 per share)	08/04/2006		S		8,500	D	$ 129.25	275,521 ⁽¹⁾	D
Shares of Class A Common Stock (par value $0.01 per share)	08/04/2006		S		200	D	$ 129.26	275,321 ⁽¹⁾	D
Shares of Class A Common Stock (par value $0.01 per share)	08/04/2006		S		200	D	$ 129.27	275,121 ⁽¹⁾	D
Shares of Class A Common Stock (par value $0.01 per share)	08/04/2006		S		300	D	$ 129.34	274,821 ⁽¹⁾	D
Shares of Class A Common Stock (par value $0.01 per share)	08/04/2006		S		400	D	$ 129.5	274,421 ⁽¹⁾	D
Shares of Class A Common Stock (par value $0.01 per share)	08/04/2006		S		200	D	$ 129.57	274,221 ⁽¹⁾	D
Shares of Common Stock (par value $0.01 per share)	11/02/2006		S		1,800	D	$ 147	272,425.41 ⁽²⁾ ⁽³⁾	D
Shares of Common Stock (par value $0.01 per share)	11/02/2006		S		400	D	$ 147.05	272,025.41 ⁽²⁾ ⁽³⁾	D
Shares of Common Stock (par value $0.01 per share)	11/02/2006		S		500	D	$ 147.07	271,525.41 ⁽²⁾ ⁽³⁾	D
Shares of Common Stock (par value $0.01 per share)	11/02/2006		S		1,000	D	$ 147.64	270,525.41 ⁽²⁾ ⁽³⁾	D
Shares of Common Stock (par value $0.01 per share)	11/02/2006		S		700	D	$ 147.65	269,825.41 ⁽²⁾ ⁽³⁾	D
Shares of Common Stock (par value $0.01 per share)	11/02/2006		S		400	D	$ 147.78	269,425.41 ⁽²⁾ ⁽³⁾	D
Shares of Common Stock (par value $0.01 per share)	11/02/2006		S		100	D	$ 147.79	269,325.41 ⁽²⁾ ⁽³⁾	D
Shares of Common Stock (par value $0.01 per share)	11/02/2006		S		1,900	D	$ 147.8	267,425.41 ⁽²⁾ ⁽³⁾	D
Shares of Common Stock (par value $0.01 per share)	11/02/2006		S		100	D	$ 147.82	267,325.41 ⁽²⁾ ⁽³⁾	D
Shares of Common Stock (par value $0.01 per share)	11/02/2006		S		700	D	$ 147.83	266,625.41 ⁽²⁾ ⁽³⁾	D
Shares of Common Stock (par value $0.01 per share)	11/02/2006		S		4,600	D	$ 147.9	262,025.41 ⁽²⁾ ⁽³⁾	D
Shares of Common Stock (par value $0.01 per share)	11/02/2006		S		1,200	D	$ 147.95	260,825.41 ⁽²⁾ ⁽³⁾	D
Shares of Common Stock (par value $0.01 per share)	11/02/2006		S		300	D	$ 147.97	260,525.41 ⁽²⁾ ⁽³⁾	D
Shares of Common Stock (par value $0.01 per share)	11/02/2006		S		500	D	$ 147.99	260,025.41 ⁽²⁾ ⁽³⁾	D
Shares of Common Stock (par value $0.01 per share)	11/02/2006		S		1,900	D	$ 148	258,125.41 ⁽²⁾ ⁽³⁾	D
Shares of Common Stock (par value $0.01 per share)	11/02/2006		S		100	D	$ 148.01	258,025.41 ⁽²⁾ ⁽³⁾	D
Shares of Common Stock (par value $0.01 per share)	11/02/2006		S		500	D	$ 148.02	257,525.41 ⁽²⁾ ⁽³⁾	D
Shares of Common Stock (par value $0.01 per share)								82,500	I	By family trust ⁽⁴⁾
Shares of Common Stock (par value $0.01 per share)								82,500	I	By family trust ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ANDERSON KEITH BLACKROCK, INC. 40 EAST 52ND STREET NEW YORK, NY 10022			Vice Chairman

Signatures

/s/ Daniel R. Waltcher as Attorney-in-Fact for Keith Anderson		11/06/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Includes 1,305 shares of Class A Common Stock acquired by the reporting person through July 31, 2006 under The PNC Financial Services Group, Inc. Incentive Savings Plan (the "ISP"). Also includes 2,639 shares of Class A Common Stock acquired under the BlackRock, Inc. Employee Stock Purchase Plan through July 31, 2006. Also includes 7,238 shares of Class A Common Stock granted under the BlackRock, Inc. 1999 Stock Award and Incentive Plan as restricted shares and which are now fully vested. Also includes 19,103 shares of restricted Class A Common Stock granted under the BlackRock, Inc. 1999 Stock Award and Incentive Plan, vesting in two equal installments on 12/15/06 and 12/15/07. Also includes 12,595 Restricted Stock Units granted under the BlackRock, Inc. 1999 Stock Award and Incentive Plan. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Class A Common Stock and vests in three equal installments on 1/31/07, 1/31/08 and 1/31/09.
(2)	Includes 1,309 shares of Common Stock held by the reporting person through October 31, 2006 under the BlackRock, Inc. Retirement Savings Plan (the "RSP"), the successor to the ISP. The information on this report with respect to the RSP is based on a plan statement dated as of October 31, 2006. Also includes 2,639 shares of Common Stock acquired under the BlackRock, Inc. Employee Stock Purchase Plan through July 31, 2006. Also includes 7,238 shares of Common Stock granted under the BlackRock, Inc. 1999 Stock Award and Incentive Plan as restricted shares and which are now fully vested. Also includes 19,103 shares of restricted Common Stock granted under the BlackRock, Inc. 1999 Stock Award and Incentive Plan, vesting in two equal installments on 12/15/06 and 12/15/07.
(3)	Also includes 12,595 Restricted Stock Units granted under the BlackRock, Inc. 1999 Stock Award and Incentive Plan. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock and vests in three equal installments on 1/31/07, 1/31/08 and 1/31/09. Also includes .4175 of a share of Common Stock that was previously .4175 of a share of Class B Common Stock.
(4)	These shares are held in a trust for the benefit of one of the reporting person?s children. The reporting person?s spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
Remarks: On September 29, 2006, the corporation then known as BlackRock, Inc. ("Old BlackRock") merged with its wholly-owned subsidiary, BlackRock Merger Sub, Inc., with Old BlackRock surviving the merger. As a result of that merger, New BlackRock, Inc. (now named BlackRock, Inc.) became the successor and holding company of Old BlackRock. The merger did not alter the proportionate ownership of the capital stock. Each share of Class A Common Stock and Class B Common Stock of Old BlackRock issued and outstanding prior to the merger was converted into one share of Common Stock.

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