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Ownership Document
|
| Schema Version: X0202 |
| Document Type: 4 |
| Period of Report: 1/30/07 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1060021 |
| Issuer Name: BlackRock Holdco 2, Inc. |
| Issuer Trading Symbol: BLK |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 938766 |
| | Owner Name: PNC BANCORP INC/ |
| Reporting Owner Address: |
| | Owner Street 1: 222 DELAWARE AVENUE |
| | Owner Street 2: |
| | Owner City: WILMINGTON |
| | Owner State: DE |
| | Owner ZIP Code: 19801 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 1/30/07 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: J |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,025,578 |
| | | Transaction Price Per Share: |
| Value: 0.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 43,154,922 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: Aggregate transfer of shares of Common Stock, par value $0.01 per share, of BlackRock, Inc. ("BlackRock Common Stock") to BlackRock, Inc. and to participants in the BlackRock, Inc. 2002 Long-Term Retention and Incentive Plan ("BlackRock LTIP") in connection with the BlackRock LTIP. On September 29, 2006, each share of issued and outstanding BlackRock Class A Common Stock and each share of issued and outstanding Class B Common Stock were converted into one share of BlackRock Common Stock. |
| Remarks: |
| Owner Signature: |
| Signature Name: Maria C. Schaffer, Controller |
| Signature Date: 2/1/07 |
