Berkowitz Randy William 4

What Happened
Randy William Berkowitz, a portfolio manager at BlackRock Capital Allocation Term Trust (BCAT), had derivative/phantom share awards convert on Jan 30, 2026 and a net disposition (cash settlement) of 3,680.386 shares to the issuer at $14.70 per share, generating $54,102. The Form 4 also records conversion/exercise activity for 712.174 and 2,968.212 phantom/derivative units (these relate to previously granted phantom-share awards). This was a settlement/cash-out of awards rather than an open-market sale or purchase.

Key Details

• Transaction date: 2026-01-30; Form 4 filed: 2026-02-03 (filed on time under the two-business-day rule).
• Disposition to issuer: 3,680.386 shares at $14.70 = $54,102.
• Derivative exercises/conversions reported: 712.174 and 2,968.212 units (aggregate corresponds to the 3,680.386 shares disposed). Transaction codes: M = exercise/conversion of derivative; D = disposition to issuer.
• Shares owned after transaction: not reported in the excerpt provided.
• Footnotes: F1 explains phantom shares are cash-settled equivalents of common shares. F2 and F3 note these phantom shares were grants dated Jan 31, 2025 and Jan 31, 2024 that vest in equal installments over three years.

Context
These entries reflect cash settlement of phantom-share awards (compensation) rather than an open-market sale; such settlements are routine and related to compensation vesting. For derivative/phantom awards, "exercise/conversion" followed by "disposition to issuer" commonly indicates a cash-out or tax/withholding net settlement rather than a directional insider bet on the stock.