Edgar Filing: FUND ASSET MANAGEMENT LP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â MERRILL LYNCH & CO INC

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2006

3. Issuer Name and Ticker or Trading Symbol
BlackRock Inc. [BLK]

(Last)

(First)

(Middle)

4 WORLD FINANCIAL CENTER,Â 250 VESEY STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

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

(Street)

NEW YORK,Â NYÂ 10080

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	52,397,248	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Preferred Stock (see Remarks)	12,604,918	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	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
MERRILL LYNCH & CO INC 4 WORLD FINANCIAL CENTER 250 VESEY STREET NEW YORK,Â NYÂ 10080	Â	Â X	Â	Â
MERRILL LYNCH INVESTMENT MANAGERS LP C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK,Â NYÂ 10080	Â	Â X	Â	Â
FUND ASSET MANAGEMENT LP C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK,Â NYÂ 10080	Â	Â X	Â	Â
PRINCETON ADMINISTRATORS LP C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK,Â NYÂ 10080	Â	Â X	Â	Â
Merrill Lynch Group, Inc. C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK,Â NYÂ 10080	Â	Â X	Â	Â
Princeton Services, Inc. C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK,Â NYÂ 10080	Â	Â X	Â	Â
MERRILL LYNCH PIERCE FENNER & SMITH INC C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK,Â NYÂ 10080	Â	Â X	Â	Â

Signatures

Jonathan Santelli, Assistant Secretary of Merrill Lynch & Co., Inc.		10/10/2006
^**Signature of Reporting Person		Date
Jonathan Santelli, Vice President and Secretary of Princeton Services, Inc., which is General Partner of Merrill Lynch Investment Managers, L.P.		10/10/2006
^**Signature of Reporting Person		Date
Jonathan Santelli, Vice President and Secretary of Princeton Services, Inc., which is General Partner of Fund Asset Management, L.P.		10/10/2006
^**Signature of Reporting Person		Date
Jonathan Santelli, Vice President and Secretary of Princeton Services, Inc., which is General Partner of Princeton Administrators, L.P.		10/10/2006
^**Signature of Reporting Person		Date
Jonathan Santelli, Authorized Person of Merrill Lynch Group, Inc.		10/10/2006
^**Signature of Reporting Person		Date
Jonathan Santelli, Vice President and Secretary of Princeton Services, Inc.		10/10/2006
^**Signature of Reporting Person		Date
Jonathan Santelli, Assistant Secretary of Merrill Lynch, Pierce, Fenner & Smith Incorporated		10/10/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	This statement is being filed by Merrill Lynch & Co., Inc. ("ML&Co."), Merrill Lynch Investment Managers, L.P. ("MLIM LP"), Fund Asset Management, L.P. ("FAM LP"), Princeton Administrators, L.P. ("Princeton Administrators"), Merrill Lynch Group, Inc. ("ML Group"), Princeton Services, Inc. ("Princeton Services"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") (collectively, the "Reporting Persons").
(2)	On September 29, 2006, the Reporting Persons acquired an aggregate of 52,395,082 shares of Common Stock, par value $0.01 per share (the "Common Stock"), and 12,604,918 shares of non-voting Series A Convertible Participating Preferred Stock, par value $0.01 per share (the "Preferred Stock"), pursuant to the closing of the contribution of the Merrill Lynch Investment Managers asset management business to BlackRock, Inc. (formerly New BlackRock, Inc. and New Boise, Inc.) (the "Issuer") in accordance with the Transaction Agreement and Plan of Merger, by and among ML&Co., BlackRock, Inc. (now BlackRock Holdco 2, Inc.), the Issuer, and Boise Merger Sub, Inc., dated as of February 15, 2006 (the "Transaction Agreement").
(3)	MLPF&S beneficially owns an aggregate of 2,166 Shares, which it acquired in ordinary course trading activity. As a result of the Transaction Agreement and other agreements executed in connection therewith and pursuant thereto, the Reporting Persons constitute a "group", within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, that beneficially owns more than 10% of the outstanding shares of both the Common Stock and the Preferred Stock.
(4)	The shares of Common Stock and Preferred Stock are held directly by the Reporting Persons as follows: ML&Co. - 33,610,625 shares of Common Stock; MLIM LP - 2,832,559 shares of Common Stock and 12,604,218 shares of Preferred Stock; FAM LP - 15,945,223 shares of Common Stock; Princeton Administrators - 6,675 shares of Common Stock; and MLPF&S - 2,166 shares of Common Stock. Princeton Services is the general partner of each of MLIM LP, FAM LP, and Princeton Administrators, and is a wholly-owned subsidiary of ML Group, which is a wholly-owned subsidiary of ML&Co. MLPF&S is a wholly-owned subsidiary of ML&Co.
Â Remarks: SeriesÂ AÂ ConvertibleÂ ParticipatingÂ PreferredÂ Stock,Â parÂ valueÂ $0.01Â perÂ share

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