SEC Form 4 · accession 0001209191-18-006650
BlackRock Inc. · BLK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
PNC BANCORP INC.
10% Owner
Period of report
Jan 31, 2018
Accepted (ET)
Feb 2, 2018 · 11:40 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001364742
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series C Preferred StockF1,F2 | Jan 31, 2018 | J | 103,064 | $0.00 | D | 143,458 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to a share surrender agreement between the issuer, the reporting person and PNC, as amended, the reporting person agreed to contribute up to 4,000,000 shares of common stock to fund the issuer's 2002 Long Term Retention and Incentive Plan (the "LTIP"). On February 27, 2009, reporting person exchanged 2,889,467 shares of Common Stock for an equal number of shares of Series C Convertible Participating Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"). In connection with the exchange, the share surrender agreement was amended to provide, among other things, that in lieu of the reporting person's obligation to surrender common stock, the reporting person will surrender a like number of shares of Series C Preferred Stock. On January 31, 2018, pursuant to the share surrender agreement, as amended, the reporting person transferred 103,064 shares of Series C Preferred Stock to the Issuer.
- F2Each share of Series C Preferred Stock that the reporting person then holds that is not the subject of outstanding grants under the LTIP converts automatically into one share of common stock in the event of an acquisition of the issuer by another company or upon certain other specified events. The reporting person does not otherwise have any conversion rights.
Remarks
See attached footnotes page.