Edgar Filing: BLACKROCK FINANCIAL MANAGEMENT INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BLACKROCK FINANCIAL MANAGEMENT INC

2. Issuer Name and Ticker or Trading Symbol
ANTHRACITE CAPITAL INC [AHR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Manager-See Additional Remarks

(Last)

(First)

(Middle)

40 EAST 52ND STREET

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2008

(Street)

NEW YORK, NY 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/09/2008		C⁽¹⁾		905	D	⁽¹⁾	3,050,490	D
Common Stock	12/09/2008		J⁽²⁾		309	A	⁽²⁾	3,050,799	D
Common Stock	12/09/2008		C⁽³⁾		10,163	D	⁽³⁾	3,040,636	D
Common Stock	12/09/2008		J⁽²⁾		3,506	A	⁽²⁾	3,044,142	D
Common Stock	12/09/2008		C⁽³⁾		4,750	D	⁽³⁾	3,039,392	D
Common Stock	12/09/2008		J⁽²⁾		1,554	A	⁽²⁾	3,040,946	D
Common Stock	12/09/2008		C⁽⁴⁾		11,002	D	⁽⁴⁾	3,029,944	D
Common Stock	12/09/2008		J⁽²⁾		3,626	A	⁽²⁾	3,033,570	D
Common Stock	12/09/2008		C⁽⁴⁾		498	D	⁽⁴⁾	3,033,072	D
Common Stock	12/09/2008		J⁽²⁾		158	A	⁽²⁾	3,033,230	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Unit ⁽¹⁾

⁽⁵⁾

12/09/2008

C⁽¹⁾

905

12/09/2008⁽⁶⁾

06/30/2009

Common Stock

905

$ 0

4,500

Restricted Stock Unit ⁽³⁾

⁽⁵⁾

12/09/2008

C⁽³⁾

10,163

12/09/2008⁽⁷⁾

06/30/2010

Common Stock

10,163

$ 0

89,067

Restricted Stock Unit ⁽³⁾

⁽⁵⁾

12/09/2008

C⁽³⁾

4,750

03/15/2007

03/15/2009

Common Stock

4,750

$ 0

53,398

Restricted Stock Unit ⁽⁴⁾

⁽⁵⁾

12/09/2008

C⁽⁴⁾

11,002

12/09/2008⁽⁸⁾

06/30/2011

Common Stock

11,002

$ 0

174,790

Restricted Stock Unit ⁽⁴⁾

⁽⁵⁾

12/09/2008

C⁽⁴⁾

498

03/31/2008

03/31/2010

Common Stock

498

$ 0

121,421

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BLACKROCK FINANCIAL MANAGEMENT INC 40 EAST 52ND STREET NEW YORK, NY 10022	X			Manager-See Additional Remarks

Signatures

/s/ Richard M. Shea, as Managing Director		12/11/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	In 2006, BlackRock Financial Management, Inc. (the "Manager"), the manager of Anthracite Capital, Inc. (the "Company"), granted Restricted Stock Units in respect of shares of the Company's common stock to certain employees of the Manager under the BlackRock, Inc. Involuntary Deferred Compensation Plan. Each Restricted Stock Unit is payable by delivery of a share of Company common stock or the cash value thereof.
(2)	Shares of the Company's common stock withheld by the Manager to satisfy the Restricted Stock Unit holders' tax withholding obligations arising from the conversion of Restricted Stock Units, calculated based on the closing price of the Company's common stock on December 8, 2008 ($2.97).
(3)	In 2007, the Manager granted Restricted Stock Units in respect of shares of the Company's common stock to certain employees of the Manager under the BlackRock, Inc. Involuntary Deferred Compensation Plan. Each Restricted Stock Unit is payable by delivery of a share of the Company's common stock or the cash value thereof.
(4)	In 2008, the Manager granted Restricted Stock Units in respect of shares of the Company's common stock to certain employees of the Manager under the BlackRock, Inc. Involuntary Deferred Compensation Plan. Each Restricted Stock Unit is payable by delivery of a share of the Company's common stock or the cash value thereof.
(5)	1-for-1
(6)	Vests one-third on each of the first, second and third anniversaries of June 30, 2007. Any unvested RSUs vested pursuant to the terms of the RSUs when the holder thereof ceased to be an employee of the Manager due to termination by the Manager other than for cause.
(7)	Vests one-third on each of the first, second and third anniversaries of June 30, 2008. Any unvested RSUs vested pursuant to the terms of the RSUs when the holder thereof ceased to be an employee of the Manager due to termination by the Manager other than for cause.
(8)	Vests one-third on each of the first, second and third anniversaries of June 30, 2009. Unvested RSUs vested pursuant to the terms of the RSUs when the holder thereof ceased to be an employee of the Manager due to termination by the Manager other than for cause.
Remarks: The Manager may be deemed a director of the Company by virtue of the service on the board of directors of the Company of Scott Amero, the Vice Chairman of the Manager, and Chris Milner, a Managing Director of the Manager.

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