Kushel J. Richard Form 4 BlackRock / J. Richard Kushel ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kushel J. Richard

(Last)

(First)

(Middle)

BLACKROCK, INC.

50 HUDSON YARDS

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2024

4. If Amendment, Date of 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

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 Common Stock (par Value $0.01 Per Share)	01/31/2024		A		3,615⁽¹⁾	A	$0	75,494.34⁽²⁾	D
Shares Of Common Stock (par Value $0.01 Per Share)	01/31/2024		F		1,698⁽³⁾	D	$781.73	73,796.34⁽²⁾	D
Shares Of Common Stock (par Value $0.01 Per Share)	02/01/2024		S		3,418	D	$781.1064⁽⁴⁾	70,378.34⁽²⁾	D
Shares Of Common Stock (par Value $0.01 Per Share)	02/02/2024		S		3,271	D	$791.9222⁽⁵⁾	67,107.34⁽²⁾	D
Shares Of Common Stock (par Value $0.01 Per Share)								26,153	I	By Family Trust
Shares Of Common Stock (par Value $0.01 Per Share)								1,000	I	By Family Trust
Shares Of Common Stock (par Value $0.01 Per Share)								1,000	I	By Family Trust
Shares Of Common Stock (par Value $0.01 Per Share)								45,000	I	By The Kushel Family 2011 Dynasty Trust
Shares Of Common Stock (par Value $0.01 Per Share)								4,670	I	By The Kushel Family 2018 Trust

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects a 2020 BlackRock Performance Incentive Plan award value of $3,650,268 converted to 4,938 Restricted Stock Units by dividing the award value by $739.22, which was the average of the high and low price per share of Common Stock on January 15, 2021. As outlined in BlackRock's 2021 Proxy Statement, the award was subject to adjustment based on certain performance metrics approved by the Management Development and Compensation Committee at the time of the award. Based on the Company's performance, the Restricted Stock Units vesting represent 73.2% of the original award.

2. Includes Common Stock as well as Restricted Stock Units that will vest over a period of 1 to 3 years. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock.

3. Represents the withholding by BlackRock of common stock to satisfy tax obligations on the vesting of the reporting person's awards granted under the Second Amended and Restated BlackRock, Inc. 1999 Stock Award and Incentive Plan.

4. This transaction was executed in multiple trades at prices ranging from $780.85 to $781.25. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

5. This transaction was executed in multiple trades at prices ranging from $791.81 to $792.20. The price reported represents the weighted average sale price of these trades. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

	/s/ R. Andrew Dickson III as Attorney-in-Fact for J. Richard Kushel	02/02/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Kushel J. Richard Form 4BlackRock / J. Richard Kushel ownership change