Edgar Filing: MERRILL LYNCH INVESTMENT MANAGERS LP

Ownership Submission

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

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

MERRILL LYNCH & CO INC

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

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

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

(Last)

(First)

(Middle)

4 WORLD FINANCIAL CENTER, 250 VESEY STREET

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2008

(Street)

NEW YORK, NY 10080

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

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 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)
Common Stock	12/23/2008		S		300	D	$ 128.23	52,218,750 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		400	D	$ 128.1975	52,218,350 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		300	D	$ 128.18	52,218,050 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		400	D	$ 128.175	52,217,650 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		300	D	$ 128.17	52,217,350 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		400	D	$ 128.16	52,216,950 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		160	D	$ 128.15	52,216,790 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		1,068	D	$ 128.14	52,215,722 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		573	D	$ 128.13	52,215,149 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		1,300	D	$ 128.11	52,213,849 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		160	D	$ 128.1	52,213,689 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		200	D	$ 128.09	52,213,489 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		800	D	$ 128.08	52,212,689 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		500	D	$ 128.07	52,212,189 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		900	D	$ 128.06	52,211,289 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		300	D	$ 128.03	52,210,989 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		200	D	$ 128.02	52,210,789 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		300	D	$ 128.01	52,210,489 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾
Common Stock	12/23/2008		S		14,072	D	$ 128	52,196,417 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾

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)

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 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)

Code

(A)

(D)

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, NY 10080		X
MERRILL LYNCH INVESTMENT MANAGERS LP C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK, NY 10080		X
Merrill Lynch Group, Inc. C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK, NY 10080		X
Princeton Services, Inc. C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK, NY 10080		X
MERRILL LYNCH PIERCE FENNER & SMITH INC C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK, NY 10080		X
MERRILL LYNCH BANK & TRUST CO FSB C/O MERRILL LYNCH & CO., INC. 4 WORLD FINANCIAL CENTER, 250 VESEY ST. NEW YORK, NY 10080		X

Signatures

Merrill Lynch & Co., Inc. By: Jonathan Santelli, Assistant Secretary		12/29/2008
^**Signature of Reporting Person		Date
Merrill Lynch Investment Managers, L.P. By: Princeton Services, Inc., its General Partner. By: Jonathan Santelli, Vice President and Secretary		12/29/2008
^**Signature of Reporting Person		Date
Merrill Lynch Group, Inc. By: Jonathan Santelli, Authorized Person		12/29/2008
^**Signature of Reporting Person		Date
Princeton Services, Inc. By: Jonathan Santelli, Vice President and Secretary		12/29/2008
^**Signature of Reporting Person		Date
Merrill Lynch, Pierce, Fenner & Smith Inc. By: Jonathan Santelli, Assistant Secretary		12/29/2008
^**Signature of Reporting Person		Date
Merrill Lynch Bank & Trust Co., FSB By: Jonathan Santelli, Authorized Person		12/29/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	This statement is being filed by Merrill Lynch & Co., Inc. ("ML&Co"), Merrill Lynch Investment Managers, L.P. ("MLIM"), Merrill Lynch Group, Inc. ("ML Group"), Princeton Services, Inc. ("Princeton Services"), Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") and Merrill Lynch Bank & Trust Co., FSB ("MLBT-FSB") (collectively, the "Reporting Persons"). Princeton Services is the general partner of MLIM and is a wholly-owned subsidiary of ML Group, which is a wholly-owned subsidiary of ML&Co. MLBT-FSB is a wholly-owned subsidiary of ML&Co. MLPF&S is a wholly-owned subsidiary of ML&Co.
(2)	On December 23, 2008, MLIM sold a total of 200,000 shares of Common Stock, par value $0.01 per share (the "Common Stock") of BlackRock Inc. ("BlackRock") held by it pursuant to Rule 144 of the Securities and Exchange Act of 1934, as amended, after which ML&Co indirectly through its wholly-owned subsidiaries beneficially owned 52,196,417 shares of Common Stock of BlackRock and MLIM and Princeton Services each beneficially owned zero shares of Common Stock of BlackRock.
(3)	In addition, on December 23, 2008, each of the following transactions were effected, each of which is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13 or otherwise: ML&Co contributed all of the Shares held by it to ML Group, MLIM transferred all the shares of Common Stock (other than the 200,000 shares of Common Stock sold pursuant to Rule 144) and Preferred Stock held by it to ML Group and each of Fund Asset Management, L.P. and Princeton Administrators, L.P. (each of which is a wholly-owned direct or indirect subsidiary of ML&Co) transferred all of the shares of Common Stock held by it to ML Group.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.