UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 16, 2011 (September 13, 2011)
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BlackRock, Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-33099
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32-0174431
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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55 East 52nd Street, New York, New York
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10055
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 810-5300
(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.02 Unregistered Sales of Equity Securities.
On September 13, 2011, BlackRock, Inc. (the "Company") entered into an exchange agreement (the "Exchange Agreement") by and between the Company and Kuwait Investment Authority ("KIA") pursuant to which the Company agreed to issue 2,860,188 shares of common stock of the Company, par value $0.01 per share, to KIA in exchange for an equal number of shares of the Company's Series B Convertible Participating Preferred Stock, par value $0.01 per share, in a transaction exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended. The transaction is expected to close on or about September 20, 2011.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BlackRock, Inc.
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(Registrant)
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By:
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/s/ Daniel R. Waltcher
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Daniel R. Waltcher
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Managing Director and
Deputy General Counsel
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Date: September 16, 2011