UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
BlackRock, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
US09247X1019
(CUSIP Number)
Bank of America Corporation
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
Merrill Lynch & Co., Inc.
4 World Financial Center
250 Vesey Street
New York, New York 10080
Telephone 212-449-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 27, 2009
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. US09247X1019 |
13D/A |
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1 |
NAMES OF REPORTING PERSONS Bank of America Corporation | ||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b) o | ||||
3 |
SEC USE ONLY | ||||
4 |
SOURCE OF FUNDS OO | ||||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) x | ||||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
NUMBER OF SHARES |
7 |
SOLE VOTING POWER --0-- | |||
8 |
SHARED VOTING POWER 2,354,727 | ||||
9 |
SOLE DISPOSITIVE POWER --0-- | ||||
10 |
SHARED DISPOSITIVE POWER 2,354,727 | ||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,354,727 | ||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9%* | ||||
14 |
TYPE OF REPORTING PERSON HC | ||||
_________________________
* Based on 47,999,572 Shares of BlackRock outstanding as of February 27, 2009.
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CUSIP No. US09247X1019 |
13D/A |
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1 |
NAMES OF REPORTING PERSONS Merrill Lynch & Co., Inc. (ML&Co) | ||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b) o | ||||
3 |
SEC USE ONLY | ||||
4 |
SOURCE OF FUNDS OO | ||||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) x | ||||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
NUMBER OF SHARES |
7 |
SOLE VOTING POWER --0-- | |||
8 |
SHARED VOTING POWER 2,331,024** | ||||
9 |
SOLE DISPOSITIVE POWER --0-- | ||||
10 |
SHARED DISPOSITIVE POWER 2,331,024 | ||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,331,024 | ||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9%* | ||||
14 |
TYPE OF REPORTING PERSON CO | ||||
_________________________
** Includes 2 Shares held by First Republic Investment Management, Inc., a subsidiary of ML&Co.
* Based on 47,999,572 Shares of BlackRock outstanding as of February 27, 2009.
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CUSIP No. US09247X1019 |
13D/A |
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1 |
NAMES OF REPORTING PERSONS Merrill Lynch Group, Inc. (ML Group) | ||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b) o | ||||
3 |
SEC USE ONLY | ||||
4 |
SOURCE OF FUNDS OO | ||||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) x | ||||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
NUMBER OF SHARES |
7 |
SOLE VOTING POWER --0-- | |||
8 |
SHARED VOTING POWER 2,330,082 | ||||
9 |
SOLE DISPOSITIVE POWER --0-- | ||||
10 |
SHARED DISPOSITIVE POWER 2,330,082 | ||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,330,082 | ||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9%* | ||||
14 |
TYPE OF REPORTING PERSON CO | ||||
_________________________
* Based on 47,999,572 Shares of BlackRock outstanding as of February 27, 2009.
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CUSIP No. US09247X1019 |
13D/A |
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1 |
NAMES OF REPORTING PERSONS Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S) | ||||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b) o | ||||
3 |
SEC USE ONLY | ||||
4 |
SOURCE OF FUNDS OO | ||||
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) x | ||||
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||
NUMBER OF SHARES |
7 |
SOLE VOTING POWER --0-- | |||
8 |
SHARED VOTING POWER 940 | ||||
9 |
SOLE DISPOSITIVE POWER --0-- | ||||
10 |
SHARED DISPOSITIVE POWER 940 | ||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 940 | ||||
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o | ||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%* | ||||
14 |
TYPE OF REPORTING PERSON BD, IA, CO | ||||
_________________________
* Based on 47,999,572 Shares of BlackRock outstanding as of February 27, 2009.
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This Amendment No. 5 is being filed with respect to the shares of Common Stock (the Shares) of BlackRock, Inc. (BlackRock) to amend and supplement the original statement on Schedule 13D filed by the ML Reporting Persons with the Securities and Exchange Commission on October 10, 2006 (the Original 13D), as amended by Amendment No. 1 dated July, 22, 2008, Amendment No. 2 dated September 25, 2008, Amendment No. 3 dated December 24, 2008 and Amendment No. 4 dated December 29, 2008 (the Fourth Amendment and together with all prior amendments and the Original Schedule 13D, the Schedule 13D). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Schedule 13D.
Item 2. |
Identity and Background |
Item 2 of the Schedule 13D is hereby amended and supplemented by inserting the following paragraphs:
Upon the consummation of the merger on January 1, 2009 (the Merger) contemplated by the Merger Agreement by and between Bank of America Corporation (BAC) and ML&Co, dated September 15, 2008, ML&Co became a wholly-owned subsidiary of BAC, and BAC became the ultimate parent and controlling entity of ML&Co, ML Group, and MLPF&S (together, the ML Reporting Persons and with BAC, the Reporting Persons). Therefore, BAC, as of such date, beneficially owns those Shares of BlackRock beneficially owned prior to such date by the ML Reporting Persons on the terms described in the Schedule 13D.
BAC, a Delaware corporation, is a bank holding company registered under the Bank Holding Company Act of 1956, as amended and engages in the general banking and financial services businesses through its subsidiaries. The principal address of Bank of America is Bank of America Corporate Center, 100 North Tryon Street, Charlotte, North Carolina 28255.
The name, business address and present principal occupation or employment of each executive officer and director of BAC is set forth on Schedule VII attached hereto. To the knowledge of BAC, each of the persons listed on Schedule VII is a citizen of the United States.
Other than as previously disclosed, during the last five years, neither BAC nor any of the persons listed on Schedule VII have been convicted in a criminal proceeding (excluding traffic violations or judicial misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
The Reporting Persons have entered into a Joint Filing Agreement, dated as of March 2, 2009, a copy of which is attached hereto as Exhibit 7.01.
Item 5. |
Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby supplemented by the following:
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(a) |
As of February 27, 2009, the Reporting Persons may be deemed to beneficially own an aggregate of 2,354,727 Shares and 62,469,918 shares of Series B Preferred Stock. Accordingly, based on 47,999,572 Shares outstanding as of February 27, 2009, the Reporting Persons may be deemed to beneficially own 4.9% of the outstanding Shares of BlackRock. |
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None of the directors and executive officers of the Reporting Persons, including the persons listed on Schedule VII, beneficially owns any Shares. | ||
(b) | Each of the Reporting Persons shares the power to vote or direct the vote and to dispose or direct the disposition of Shares beneficially owned by such Reporting Person. | |
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(c) |
To the knowledge of the Reporting Persons, except as set forth in Schedule VIII hereto, no transactions in the Shares have been effected by the Reporting Persons, or, to their knowledge, any of their directors and executive officers, including the persons listed on Schedule VII, since the ML Reporting Persons filed the Fourth Amendment. |
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(d) |
Not applicable. |
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(e) |
As of February 27, 2009, the Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding Shares of BlackRock. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended and supplemented by inserting the following paragraphs:
As previously disclosed by the ML Reporting Persons on the Schedule 13D, ML&Co and BlackRock entered into the Exchange Agreement on December 26, 2008 in connection with the anticipated merger of BAC and ML&Co. BlackRock and ML&Co agreed that the consummation of the Merger would have constituted a Change of Control under Section 3.5 of the Stockholders Agreement and would have given rise to certain rights and obligation of ML&Co and BlackRock, pursuant to which ML&Cos significant voting interest in BlackRock would have been reduced. ML&Co and BlackRock negotiated and executed the Exchange Agreement as an amendment to Section 3.5 of the Stockholders Agreement, by which ML&Co, through the exchange of a substantial portion of its Shares and all of its Series A Preferred Stock for Series B Preferred Stock would be able to retain its economic interest while reducing its voting interest in BlackRock. The consummation of the transaction contemplated by the Exchange Agreement (the ML&Co Exchange Transactions) was conditioned on the occurrence of the Merger and the receipt of certain foreign regulatory approvals, as well as upon BlackRock and PNC simultaneously with the consummation of the ML&Co Exchange Transactions, consummating the PNC Exchange Transactions. The Merger was consummated on January 1, 2009 and all foreign regulatory approvals were received on February 26, 2009. The ML&Co Exchange Transactions subsequently closed on February 27, 2009, simultaneously with the closing of the PNC Exchange Transactions.
The foregoing description of the Exchange Agreement and Stockholders Agreement does not purport to be complete and is qualified in its entirety by reference to the Exchange Agreement and Stockholders Agreement, both of which were previously filed with the Schedule 13D.
Item 7. Materials to be Filed as Exhibits
7.01 |
Joint Filing Agreement, dated as of March 2, 2009, by and among the ML Reporting Persons and BAC. |
7 |
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Amendment is true, complete and correct.
Date: March 2, 2009
BANK OF AMERICA CORPORATION |
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By: Name: |
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/s/ Teresa Brenner Teresa Brenner |
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Title: |
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Associate General Counsel |
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MERRILL LYNCH & CO., INC. |
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By: |
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/s/ Teresa Brenner Teresa Brenner |
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Title: |
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Associate General Counsel |
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MERRILL LYNCH GROUP, INC. |
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By: |
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/s/ Teresa Brenner |
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Name: |
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Teresa Brenner |
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Title: |
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Associate General Counsel |
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MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED |
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By: |
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/s/ Teresa Brenner |
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Name: |
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Teresa Brenner |
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Title: |
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Authorized Person |
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SCHEDULE VII
EXECUTIVE OFFICERS AND DIRECTORS OF BANK OF AMERICA CORPORATION
The following sets forth the name, business address, and present principal occupation of each executive officer and director of Bank of America Corporation.
Name |
Position with Bank of America Corporation |
Principal Occupation |
Kenneth D. Lewis |
Chairman, Chief Executive Officer, President and Director |
Chairman, Chief Executive Officer and President of Bank of America Corporation |
Amy Woods Brinkley |
Chief Risk Officer |
Chief Risk Officer of Bank of America Corporation |
Barbara J. Desoer |
President, Bank of America Mortgage, Home Equity and Insurance Services |
President, Bank of America Mortgage, Home Equity and Insurance Services of Bank of America Corporation |
Liam E. McGee |
President, Bank of America Consumer and Small Business Bank |
President, Bank of America Consumer and Small Business Bank of Bank of America Corporation |
Brian T. Moynihan |
President, Global Banking and Wealth Management |
President, Global Banking and Wealth Management of Bank of America Corporation |
Joe L. Price |
Chief Financial Officer |
Chief Financial Officer of Bank of America Corporation |
Richard K. Struthers |
President, Bank of America Global Card Services |
President, Bank of America Global Card Services of Bank of America Corporation |
William Barnet, III |
Director |
Chairman, President and Chief Executive Officer of The Barnet Company |
Frank P. Bramble, Sr. |
Director |
Former Executive Officer of MBNA Corporation |
Virgis W. Colbert |
Director |
Senior Advisor, MillerCoors Company |
John T. Collins |
Director |
Chief Executive Officer of The Collins Group Inc. |
Gary L. Countryman |
Director |
Chairman Emeritus of Liberty Mutual Group |
Tommy R. Franks |
Director |
Retired General, United States Army |
Charles K. Gifford |
Director |
Former Chairman of Bank of America Corporation |
Monica C. Lozano |
Director |
Publisher and Chief Executive Officer of La Opinion |
Walter E. Massey |
Director |
President Emeritus of Morehouse College |
Thomas J. May |
Director |
Chairman, President and Chief Executive Officer of NSTAR |
Patricia E. Mitchell |
Director |
President and Chief Executive Officer of The Paley Center for Media |
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Joseph W. Prueher |
Director |
Retired Admiral, United States Navy |
Charles O. Rossotti |
Director |
Senor Advisor, The Carlyle Group |
Thomas M. Ryan |
Director |
Chairman, President and Chief Executive Officer of CVS/Caremark Corporation |
O. Temple Sloan, Jr. |
Director |
Chairman and Chief Executive Officer of General Parts International, Inc. |
Meredith R. Spangler |
Director |
Trustee and Board Member |
Robert L. Tillman |
Director |
Former Chairman and CEO Emeritus of Lowes Companies, Inc. |
Jackie M. Ward |
Director |
Retired Chairman and CEO of Computer Generation Inc. |
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SCHEDULE VIII
The ML Reporting Persons executed the below trades in respect of the Shares since their filing of the Fourth Amendment on December 29, 2008.
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Purchase (P) / |
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Description of Security |
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Sale (S) |
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Trade Date |
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Quantity |
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Price | ||||||||
Common Stock |
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S |
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12/29/2008 |
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4 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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8 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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8 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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8 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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9 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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9 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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10 |
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121.3000 |
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Common Stock |
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S |
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12/29/2008 |
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10 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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11 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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11 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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12 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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15 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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16 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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17 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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18 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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18 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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18 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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19 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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21 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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24 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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29 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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30 |
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121.3200 |
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Common Stock |
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S |
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12/29/2008 |
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32 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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36 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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36 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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38 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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49 |
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123.8896 |
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Common Stock |
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S |
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12/29/2008 |
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100 |
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121.7120 |
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Common Stock |
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S |
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12/30/2008 |
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105 |
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126.0000 |
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Common Stock |
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S |
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1/9/2009 |
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6 |
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128.7300 |
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Common Stock |
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S |
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1/15/2009 |
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100 |
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117.1000 |
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Common Stock |
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P |
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1/16/2009 |
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100 |
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118.2300 |
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Common Stock |
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S |
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1/16/2009 |
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200 |
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115.0000 |
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Common Stock |
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P |
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1/20/2009 |
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11 |
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107.9400 |
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Common Stock |
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P |
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1/20/2009 |
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35 |
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107.9481 |
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Common Stock |
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P |
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1/22/2009 |
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1000 |
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106.0499 |
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Common Stock |
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S |
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1/26/2009 |
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50 |
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112.4200 |
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Common Stock |
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S |
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1/26/2009 |
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72 |
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106.4100 |
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Common Stock |
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S |
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1/27/2009 |
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11 |
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106.5600 |
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Common Stock |
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S |
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1/27/2009 |
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35 |
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106.5100 |
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Common Stock |
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S |
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1/27/2009 |
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17 |
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107.8400 |
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1 |
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Common Stock |
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S |
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1/27/2009 |
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44 |
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108.2700 |
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Common Stock |
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S |
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1/28/2009 |
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100 |
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115.7900 |
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Common Stock |
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S |
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1/28/2009 |
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900 |
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115.8240 |
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Common Stock |
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S |
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1/28/2009 |
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39 |
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116.9100 |
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Common Stock |
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S |
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1/28/2009 |
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46 |
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117.7200 |
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Common Stock |
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S |
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1/28/2009 |
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47 |
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116.9100 |
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Common Stock |
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S |
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1/29/2009 |
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12 |
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109.1500 |
|
Common Stock |
|
|
S |
|
|
|
2/2/2009 |
|
|
|
22 |
|
|
|
109.4600 |
|
Common Stock |
|
|
S |
|
|
|
2/2/2009 |
|
|
|
38 |
|
|
|
106.8900 |
|
Common Stock |
|
|
S |
|
|
|
2/6/2009 |
|
|
|
17 |
|
|
|
121.1700 |
|
Common Stock |
|
|
S |
|
|
|
2/9/2009 |
|
|
|
16 |
|
|
|
118.7300 |
|
Common Stock |
|
|
S |
|
|
|
2/9/2009 |
|
|
|
62 |
|
|
|
118.7007 |
|
Common Stock |
|
|
S |
|
|
|
2/9/2009 |
|
|
|
77 |
|
|
|
118.7007 |
|
Common Stock |
|
|
S |
|
|
|
2/9/2009 |
|
|
|
77 |
|
|
|
118.7300 |
|
Common Stock |
|
|
S |
|
|
|
2/9/2009 |
|
|
|
11 |
|
|
|
118.4994 |
|
Common Stock |
|
|
S |
|
|
|
2/9/2009 |
|
|
|
14 |
|
|
|
118.4994 |
|
Common Stock |
|
|
S |
|
|
|
2/9/2009 |
|
|
|
16 |
|
|
|
118.4994 |
|
Common Stock |
|
|
S |
|
|
|
2/9/2009 |
|
|
|
46 |
|
|
|
118.4994 |
|
Common Stock |
|
|
S |
|
|
|
2/9/2009 |
|
|
|
62 |
|
|
|
118.7300 |
|
Common Stock |
|
|
S |
|
|
|
2/9/2009 |
|
|
|
70 |
|
|
|
118.4994 |
|
Common Stock |
|
|
P |
|
|
|
2/11/2009 |
|
|
|
16 |
|
|
|
112.8300 |
|
Common Stock |
|
|
S |
|
|
|
2/11/2009 |
|
|
|
24 |
|
|
|
113.9500 |
|
Common Stock |
|
|
P |
|
|
|
2/12/2009 |
|
|
|
77 |
|
|
|
110.3800 |
|
Common Stock |
|
|
P |
|
|
|
2/12/2009 |
|
|
|
77 |
|
|
|
112.5700 |
|
Common Stock |
|
|
P |
|
|
|
2/12/2009 |
|
|
|
100 |
|
|
|
111.2050 |
|
Common Stock |
|
|
S |
|
|
|
2/12/2009 |
|
|
|
9 |
|
|
|
110.0000 |
|
Common Stock |
|
|
S |
|
|
|
2/12/2009 |
|
|
|
24 |
|
|
|
110.0000 |
|
Common Stock |
|
|
P |
|
|
|
2/17/2009 |
|
|
|
25 |
|
|
|
107.0000 |
|
Common Stock |
|
|
S |
|
|
|
2/17/2009 |
|
|
|
25 |
|
|
|
105.9400 |
|
Common Stock |
|
|
S |
|
|
|
2/17/2009 |
|
|
|
100 |
|
|
|
105.7620 |
|
Common Stock |
|
|
S |
|
|
|
2/19/2009 |
|
|
|
9 |
|
|
|
106.7900 |
|
Common Stock |
|
|
S |
|
|
|
2/20/2009 |
|
|
|
5 |
|
|
|
103.7600 |
|
Common Stock |
|
|
S |
|
|
|
2/24/2009 |
|
|
|
100 |
|
|
|
105.5500 |
|
Common Stock |
|
|
S |
|
|
|
2/24/2009 |
|
|
|
11 |
|
|
|
99.9000 |
|
Common Stock |
|
|
S |
|
|
|
2/24/2009 |
|
|
|
13 |
|
|
|
106.2100 |
|
Common Stock |
|
|
S |
|
|
|
2/24/2009 |
|
|
|
35 |
|
|
|
100.9800 |
|
Common Stock |
|
|
S |
|
|
|
2/24/2009 |
|
|
|
77 |
|
|
|
100.9800 |
|
Common Stock |
|
|
S |
|
|
|
2/26/2009 |
|
|
|
30 |
|
|
|
101.2700 |
|
Common Stock |
|
|
S |
|
|
|
2/26/2009 |
|
|
|
34 |
|
|
|
101.4200 |
|
2 |
|