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OMB
APPROVAL
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OMB
Number: 3235-0145
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Expires: January
31, 2006
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Estimated
average burden hours
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per
response........................................11
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CUSIP
No. 093679207
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13G
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Page
2 of 6 Pages
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Number
of
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5.
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Sole
Voting Power
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Shares
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3,614,125
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Beneficially
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Owned
by
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6.
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Shared
Voting Power
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Each
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0
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Reporting
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Person
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7.
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Sole
Dispositive Power
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With:
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3,614,125
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8.
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Shared
Dispositive Power
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0
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CUSIP
No. 093679207
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13G
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Page
3 of 6 Pages
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Number
of
|
5.
|
Sole
Voting Power
|
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Shares
|
|
3,614,125
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Beneficially
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Owned
by
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6.
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Shared
Voting Power
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Each
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0
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Reporting
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Person
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7.
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Sole
Dispositive Power
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With:
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3,614,125
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8.
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Shared
Dispositive Power
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0
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CUSIP
No. 093679207
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13G
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Page
4 of 6 Pages
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Item
1.
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(a)
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Name
of Issuer:
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Blockbuster
Inc.
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(b)
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Address
Of Issuer's Principal Executive Offices:
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1201
Elm Street
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Dallas,
Texas 75270
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Item
2.
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(a)
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Name
of Person Filing:
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This
statement is filed by: (i) Black River Asset Management
LLC
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(“Black
River”) with respect to shares of common stock, class B of the
Issuer
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(“Shares”)
owned by Black River Global Equity Fund Ltd.
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(“Global
Equity Fund”); and (ii) the Global Equity Fund
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with
respect to Shares owned by it.
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(b)
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Address
of Principal Business Office, or, if none,
Residence:
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Business
office of Black River
12700
Whitewater Drive
Minnetonka,
MN 55343
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Business
office of Global Equity Fund
P.O.
Box 309GT
Ugland
House South Church Street
George
Town, Grand Cayman Cayman Islands
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(c)
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Citizenship:
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Black
River is a Delaware limited liability company.
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Global
Equity Fund is a Cayman Islands exempted company.
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(d)
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Title
of Class of Securities:
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Common
Stock, Class B
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(e)
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Cusip
Number:
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093679207
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
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(a)
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o
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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o
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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o Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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o Investment
company registered under section 8 of the Investment Company Act
(15
U.S.C. 80a-8).
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(e)
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x
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
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(f)
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o
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(ii)(F).
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(g)
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o
A
parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
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(h)
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o
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
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(i)
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o
A
church plan that is excluded from the definition of an investment
company
under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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o
Group
in accordance with
§240.13d-1(b)(ii)(J).
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CUSIP
No. 093679207
|
13G
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Page
5 of 6 Pages
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Item
4.
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Ownership
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The
percentages used herein are calculated based upon the Shares issued
and
outstanding as of August 7, 2007, as reported on the Issuer’s quarterly
report on Form 10-Q filed for the quarterly period ending July 1,
2007.
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1.
Black River Asset Management LLC (“Black River”)
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(a)
Amount beneficially owned: 3,614,125
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(b)
Percent of class: 5.0%
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(c)
Number of shares as to which the person
has:
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(i)
Sole power to vote or to direct the vote: 3,614,125
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(ii)
Shared power to vote or to direct the vote: 0
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(iii)
Sole power to dispose or to direct the disposition of:
3,614,125
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(iv)
Shared power to dispose or to direct the disposition of:
0
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2.
Black River Global Equity Fund Ltd. (“Global Equity
Fund”)
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(a)
Amount beneficially owned: 3,614,125
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(b)
Percent of class: 5.0%
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(c)
Number of shares as to which the person
has:
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(i)
Sole power to vote or to direct the vote: 3,614,125
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(ii)
Shared power to vote or to direct the vote: 0
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(iii)
Sole power to dispose or to direct the disposition of:
3,614,125
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(iv)
Shared power to dispose or to direct the disposition of:
0
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Black
River does not own any Shares or securities convertible into shares.
Pursuant to an investment advisory agreement, Black River has investment
and voting power with respect to the securities held by the Global
Equity
Fund.
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Item
5.
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Ownership
of Five Percent or Less of a
Class
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Item
6.
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Ownership
of More Than Five Percent on Behalf Of Another
Person
|
| Not applicable |
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company
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| Not applicable |
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Item
8.
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Identification
and Classification of Members of The Group
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| Not applicable |
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Item
9.
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Notice
of Dissolution of Group
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| Not applicable |
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Item
10.
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Certification
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Certification
pursuant to §240.13d-1(c):
By
signing below I certify that, to the best of my knowledge and belief,
the
securities referred to above were not acquired and are not held for
the
purpose of or with the effect of changing or influencing the control
of
the issuer of the securities and were not acquired and are not held
in
connection with or as a participant in any transaction having that
purpose
or effect.
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CUSIP
No. 093679207
|
13G
|
Page
6 of 6 Pages
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|
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August
22, 2007
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Date
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/s/
Robert Goedken
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Signature
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Black
River Asset Management LLC
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Robert
Goedken, Chief Legal Officer
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Name/Title
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August
22, 2007
|
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Date
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/s/
Robert Goedken
|
|
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Signature
|
|
Black
River Global Equity Fund Ltd.
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|
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By:
Black River Asset Management LLC, Its Investment
Advisor
|
|
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Robert
Goedken, Chief Legal Officer
|
|
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Name/Title
|