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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FINK LAURENCE
2. Issuer Name and Ticker or Trading Symbol

BlackRock Inc. [ BLK ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

BLACKROCK, INC., 55 EAST 52ND STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

7/31/2015
(Street)

NEW YORK, NY 10055
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Shares Of Common Stock (par Value $0.01 Per Share)   7/31/2015     M    10156   A $167.76   1257086.28   (1) D    
Shares Of Common Stock (par Value $0.01 Per Share)   7/31/2015     S    10156   D $336.287   (2) 1246930.28   (1) D    
Shares Of Common Stock (par Value $0.01 Per Share)   7/31/2015     M    5596   A $167.76   1252526.28   (1) D    
Shares Of Common Stock (par Value $0.01 Per Share)   7/31/2015     S    5596   D $338.121   (3) 1246930.28   (1) D    
Shares Of Common Stock (par Value $0.01 Per Share)   7/31/2015     M    7404   A $167.76   1254334.28   (1) D    
Shares Of Common Stock (par Value $0.01 Per Share)   7/31/2015     S    7404   D $339.143   (4) 1246930.28   (1) D    
Shares Of Common Stock (par Value $0.01 Per Share)   7/31/2015     M    30   A $167.76   1246960.28   (1) D    
Shares Of Common Stock (par Value $0.01 Per Share)   7/31/2015     S    30   D $340.04   1246930.28   (1) D    
Shares Of Common Stock (par Value $0.01 Per Share)   8/3/2015     M    444   A $167.76   1247374.28   (1) D    
Shares Of Common Stock (par Value $0.01 Per Share)   8/3/2015     S    444   D $336.529   (5) 1246930.28   (1) D    
Shares Of Common Stock (par Value $0.01 Per Share)   8/3/2015     M    100   A $167.76   1247030.28   (1) D    
Shares Of Common Stock (par Value $0.01 Per Share)   8/3/2015     S    100   D $337.225   1246930.28   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $167.76   7/31/2015     M         10156    9/29/2011   1/31/2017   Common Stock   10156   (6) $0   32774   D    
Employee Stock Option (Right to Buy)   $167.76   7/31/2015     M         5596    9/29/2011   1/31/2017   Common Stock   5596   (6) $0   27178   D    
Employee Stock Option (Right to Buy)   $167.76   7/31/2015     M         7404    9/29/2011   1/31/2017   Common Stock   7404   (6) $0   19774   D    
Employee Stock Option (Right to Buy)   $167.76   7/31/2015     M         30    9/29/2011   1/31/2017   Common Stock   30   (6) $0   19744   D    
Employee Stock Option (Right to Buy)   $167.76   8/3/2015     M         444    9/29/2011   1/31/2017   Common Stock   444   (6) $0   19300   D    
Employee Stock Option (Right to Buy)   $167.76   8/3/2015     M         100    9/29/2011   1/31/2017   Common Stock   100   (6) $0   19200   D    

Explanation of Responses:
( 1)  Includes (i) 10,962 Restricted Stock Units vesting on 1/31/16, (ii) 18,596 Restricted Stock Units vesting in installments on 1/31/16 and 1/31/17, (iii) 11,618 shares of Restricted Stock vesting in installments on 1/31/16, 1/31/17 and 1/31/18, (iv) 32,766 Restricted Stock Units awarded on 1/20/12 that will vest in whole or in part only on the satisfaction of one or more previously-disclosed Common Stock price targets, but which may not vest before 1/31/16 and will expire on 1/31/18 to the extent not then vested, (v) 37,472 Restricted Stock Units awarded on 1/18/13 that will vest in whole or in part only on the satisfaction of one or more previously-disclosed Common Stock price targets, but which may not vest before 1/31/17 and will expire on 1/31/19 to the extent not then vested and (vi) 24,322 Restricted Stock Units awarded on 1/17/14 that will vest in whole or in part only on the satisfaction of one or more previously-disclosed Common Stock price targets, but which may not vest before 1/31/18 and will expire on 1/31/20 to the extent not then vested. Each Restricted Stock Unit is payable solely by delivery of an equal number of shares of Common Stock.
( 2)  This transaction was executed in multiple trades at prices ranging from $336.105 to $336.60. The price reported represents the weighted average purchase 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 purchased at each separate price.
( 3)  This transaction was executed in multiple trades at prices ranging from $337.585 to $338.43. The price reported represents the weighted average purchase 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 purchased at each separate price.
( 4)  This transaction was executed in multiple trades at prices ranging from $338.76 to $339.59. The price reported represents the weighted average purchase 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 purchased at each separate price.
( 5)  This transaction was executed in multiple trades at prices ranging from $336.22 to $336.70. The price reported represents the weighted average purchase 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 purchased at each separate price.
( 6)  Relates to a portion of a long-term incentive plan option award of 364,313 options granted on 1/31/07 with an expiration date of 1/31/17.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FINK LAURENCE
BLACKROCK, INC.
55 EAST 52ND STREET
NEW YORK, NY 10055
X
Chairman and CEO

Signatures
/s/ Daniel R. Waltcher as Attorney-in-Fact for Laurence Fink 8/4/2015
** 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 control number.
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