Filing Details
- Accession Number:
- 0001140361-10-045866
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2010-11-15 18:19:22
- Reporting Period:
- 2010-11-15
- Filing Date:
- 2010-11-15
- Accepted Time:
- 2010-11-15 18:19:22
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1364742 | Blackrock Inc. | BLK | Security Brokers, Dealers & Flotation Companies (6211) | 320174431 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 70858 | Bank Of America Corp /De/ | Bank Of America Corporate Center 100 N Tryon St Charlotte NC 28255 | Yes | No | No | No |
Transaction Summary
| Sold: | 2,330,082 shares | Avg. Price: $163.00 | Total Value: $379,803,366.00 |
| Number of Shares After Transactions: | 593 shares | ||
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Disposition | 2010-11-15 | 2,330,082 | $163.00 | 593 | No | 4 | S | Indirect | By Subsidiary |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | S | Indirect | By Subsidiary |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Series B Convertible Participating Preferred Stock | Disposition | 2010-11-15 | 41,245,676 | $163.00 | 41,245,676 | $0.00 |
| Common Stock | Call Option (obligation to sell) | Disposition | 2010-11-15 | 5,207,376 | $0.00 | 5,207,376 | $163.00 |
| Common Stock | Call Option (obligation to sell) | Disposition | 2010-11-15 | 5,207,376 | $0.00 | 5,207,376 | $163.00 |
| Common Stock | Series B Convertible Participating Preferred Stock | Disposition | 2010-11-15 | 5,207,376 | $163.00 | 5,207,376 | $0.00 |
| Common Stock | Series B Convertible Participating Preferred Stock | Disposition | 2010-11-15 | 2,453,988 | $163.00 | 2,453,988 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 21,224,242 | No | 4 | S | Indirect | ||
| 5,207,376 | 2010-11-08 | 2010-12-08 | No | 4 | S | Indirect |
| 0 | 2010-11-08 | 2010-12-08 | No | 4 | X | Indirect |
| 16,016,866 | No | 4 | X | Indirect | ||
| 13,562,878 | No | 4 | S | Indirect |
Footnotes
- This Form 4 is being filed by Bank of America Corporation ("BAC"), a Delaware corporation and bank holding company registered under the Bank Holding Company Act of 1956, on behalf of its subsidiaries.
- BAC's Series B Convertible Participating Preferred Stock automatically converts into Common Stock upon transfer to a third party. The Series B Convertible Participating Preferred Stock converts into Common Stock on a 1-for-1 basis and has no expiration date.
- Transaction executed pursuant to the Underwriting Agreement, by and between the Issuer, Merrill Lynch Group, Inc. ("ML Group"), PNC Bancorp, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), and Morgan Stanley & Co. Incorporated, dated as of November 8, 2010.
- Transaction executed pursuant to a direct offering to an institutional investor, as previously disclosed in a Form 424B3 filed November 10, 2010 by the Issuer.
- In connection with this transaction, BAC has agreed to voluntarily remit appropriate profits, if any, to the Issuer. BAC disclaims that such transaction is subject to reporting under Section 16(a) or disgorgement under Section 16(b), and this report shall not be deemed an admission that those sections apply to such transaction.
- Excludes one share of Common Stock erroneously reported on BAC's previous Form 4 filings for the Issuer.
- Each of BAC, Merrill Lynch & Co., Inc. ("ML&Co."), MLPFS and ML Group (collectively the "Reporting Persons") disclaims beneficial ownership of these securities, except to the extent of its pecuniary interest therein.
- BAC owns the Series B Convertible Participating Preferred Stock indirectly through its wholly owned subsidiary, ML Group. BAC owns the Common Stock indirectly through its wholly owned subsidiaries, ML Group and MLPFS.
- Pursuant to the Third Amended and Restated Stockholder Agreement dated as of November 15, 2010, as may be amended from time to time, between ML&Co., ML Group and the Issuer, ML&Co. has the right to designate a member to the board of directors of the Issuer. Each of the Reporting Persons other than ML&Co. disclaims its possible status as director of the Issuer.
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