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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 | ||||||||
| Series B Convertible Participating Preferred Stock (1) (6) | (6) | 12/01/2009 | P(2)(3) | 26,888,001 | (6) | (6) | Common Stock | 26,888,001 | (2) (3) | 26,888,001 | I | By Subsidiary (4) | |||
| Series D Participating Preferred Stock (1) (7) | (7) | 12/01/2009 | P(2)(3) | 7,647,254 | (7) | (7) | Common Stock | 7,647,254 | (2) (3) | 7,647,254 | I | By Subsidiary (4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BARCLAYS BANK PLC /ENG/ 1 CHURCHILL PLACE LONDON ENGLAND E14 5HP |
X | |||
| /s/ Lawrence Dickinson, Authorized Signatory | 12/03/2009 | |
| **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) | Pursuant to the Stockholder Agreement, dated as of December 1, 2009, as may be amended from time to time, among Barclays Bank PLC, a public company organized under the laws of England and Wales, Barclays BR Holdings S.?? r.l., a soci??t?? ?? responsabilit?? limit??e organized under the laws of Luxembourg ("BR Holdings") and BlackRock, Inc. (the "Issuer"), Barclays Bank PLC has the right to designate, and has designated, two members to the board of directors of the Issuer. Barclays Bank PLC and its subsidiaries disclaims its possible status as director of the Issuer by deputization. |
| (2) | On December 1, 2009, Barclays Bank PLC indirectly acquired through its wholly-owned subsidiary BR Holdings an aggregate of 3,031,516 shares of Common Stock, par value $0.01 per share ("Common Stock"), of the Issuer, 26,888,001 shares of Series B Convertible Participating Preferred Stock, par value $0.01 per share ("Series B Preferred Stock"), of the Issuer and 7,647,254 shares of Series D Participating Preferred Stock, par value $0.01 per share ("Series D Preferred Stock"), of the Issuer at the closing of the sale of the Barclays Global Investors business to the Issuer in accordance with the Stock Purchase Agreement, dated as of June 16, 2009, by and among the Issuer, Barclays Bank PLC and, for the purposes specified therein, Barclays PLC (as amended from time to time, the "Stock Purchase Agreement"), all as more fully described in the Stock Purchase Agreement (the "BGI Transaction"). (Continue to footnote 3) |
| (3) | In the BGI Transaction, Barclays Bank PLC received $6,650,038,700 in cash and indirectly received through its wholly-owned subsidiary BR Holdings an aggregate of 3,031,516 shares of Common Stock, 26,888,001 shares of Series B Preferred Stock and 7,647,254 shares of Series D Preferred Stock. |
| (4) | This Form 4 is being filed by Barclays Bank PLC, which owns the shares of Common Stock, the shares of Series B Preferred Stock and the shares of Series D Preferred Stock indirectly through its wholly-owned subsidiary BR Holdings. |
| (5) | Barclays Bank PLC disclaims beneficial ownership of the Common Stock. |
| (6) | Shares of Series B Preferred Stock are convertible, on a one-for-one basis, into shares of Common Stock upon any transfer to any person that is not an affiliate of Barclays Bank PLC. As shares of Series B Preferred Stock are not convertible into shares of Common Stock while owned by Barclays Bank PLC and its affiliates, Barclays Bank PLC disclaims beneficial ownership of the shares of Common Stock underlying the shares of Series B Preferred Stock. |
| (7) | Shares of Series D Preferred Stock are convertible, on a one-for-one basis, into shares of Series B Preferred Stock. Such conversion will automatically occur on the date that is 20 days after the date on which an Information Statement is first mailed by the Issuer to holders of Common Stock in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended. Because the shares of Series D Preferred Stock convert only into shares of Series B Preferred Stock and the shares of Series B Preferred Stock convert into shares of Common Stock only upon any transfer to any person that is not an affiliate of Barclays Bank PLC, Barclays Bank PLC disclaims beneficial ownership of the shares of Common Stock underlying the shares of Series B Preferred Stock and Series D Preferred Stock. |