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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0000897101-24-000604 0000769317 XXXXXXXX LIVE 1 Common Stock 03/24/2025 false 0000832327 09247F209 BLACKROCK INCOME TRUST, INC. 100 BELLEVUE PARKWAY MUTUAL FUND DEPARTMENT WILMINGTON DE 19809 Paul E. Rasmussen 612-359-2536 80 South Eighth Street, Suite 3300 Minneapolis MN 55402 0000769317 N Sit Investment Associates, Inc. b OO N MN 0.00 3438076.00 0.00 3438076.00 3438076.00 N 14.2 IA 0001053046 N Sit Fixed Income Advisors II, LLC b OO N DE 0.00 3438076.00 0.00 3438076.00 3438076.00 N 14.2 IA Common Stock BLACKROCK INCOME TRUST, INC. 100 BELLEVUE PARKWAY MUTUAL FUND DEPARTMENT WILMINGTON DE 19809 This Amendment No. 1 ("Amendment") amends and supplements the statement on Schedule 13D filed on November 26, 2024 (as amended, the "Original Schedule 13D" and, as amended by this Amendment, the "Schedule 13D"), relating to the shares of Common Stock ("Shares)" of Blackrock Income Trust Inc. (the "Issuer"). Except as specifically provided herein, each Item of the Original Schedule 13D remains unchanged. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Original Schedule 13D. The Sit Entities have acquired the Issuer's Shares for investment purposes, and such purchases have been made in the ordinary course of business. The Issuer's Shares have been acquired on behalf of SIA's and SFI's clients. As of March 24, 2025, the Sit Entities no longer hold securities of the Issuer with a purpose or effect of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. Accordingly, the Sit Entities are filing this Amendment No. 1 to reflect certain changes since the filing of the Schedule 13D and intend to file a Schedule 13G substantially concurrently with the filing of this Amendment No. 1 pursuant to Rule 13d-1(b) of the Exchange Act in accordance with Rule 13d-1(h) of the Exchange Act. The aggregate percentage of Shares reported owned by Sit Entities herein is based upon 24,291,743 Shares outstanding as of March 24, 2024 as reported in the Issuer's Report on Form N-CSR filed with the Securities Exchange Commission and adjusted for shares issued by the Issuer pursuant to its reorganization as of March 24, 2025. As of the date hereof, the Sit Entities may be deemed to be the beneficial owner of 3,438,076 Shares held in client accounts which represent 14.2% of the Issuer's outstanding Shares. Each of the Sit Entities may be deemed to have shared power to vote and dispose of such Shares. However, none of SIA's or SFI's directors or executive officers own Shares directly. Transactions in Shares effected during the past 60 days by the Sit Entities are set forth in Exhibit A. The clients of SIA and SFI have the right to participate in the receipt of dividends from, or proceeds from the sales of, the Shares held for their respective accounts. Not applicable Exhibit A: Schedule of Transactions in Shares by Sit Entities during the past 60 days Sit Investment Associates, Inc. /s/ Roger J. Sit Roger J. Sit, Chairman & CEO 03/26/2025 Sit Fixed Income Advisors II, LLC /s/ Roger J. Sit Roger J. Sit, Chairman & CEO 03/26/2025