** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-K/A**

 

| **x** | **Annual   Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of   1934** |
|-------|---------------------------------------------------------------------------------------------------|

 

**For the fiscal year ended: December 31, 2011**

 

**or**

 

| **o** | **Transition   Report Pursuant to Section 13 or 15(d) of the Securities Exchange   Act of 1934** |
|-------|------------------------------------------------------------------------------------------------------------|

 

**Commission file number: 0-23240**

 

**BLACKROCK GLOBAL HORIZONS I L.P.**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                    | ** ** | **13-3716393**      |
|---------------------------------|------------|---------------------|
| (State or other jurisdiction of |       | (I.R.S. Employer    |
| incorporation or organization)  |       | Identification No.) |

 

**c/o BlackRock Investment Management LLC**

**55 East 52****nd**** Street**

**New York, New York 10022**

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: **(609) 282-6996**

 

Securities registered pursuant to Section 12(b) of the Act: **None**

 

Securities registered pursuant to Section 12(g) of the Act: **Limited Partnership Units**

 

Indicate by check mark whether registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes o No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

 

| Large accelerated filer o |   | Accelerated filer o         |
|---------------------------|--------|-----------------------------|
|                      |   |                        |
| Non-accelerated filer o   |   | Smaller reporting company x |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

The limited partnership units of the registrant are not publicly traded. Accordingly, there is no aggregate market value for the registrant’s outstanding equity that is readily determinable.

 

As of February 1, 2012, limited partnership units with an aggregate value of $392,225,351 were outstanding.

 

**Documents Incorporated by Reference**

 

The registrant’s 2011 Annual Report and Report of Independent Registered Public Accounting Firm, and the annual report to security holders for the fiscal year ended December 31, 2011 is incorporated by reference into Part II, Item 8 and Part IV hereof and filed as an Exhibit herewith.  Copies of the annual report are available free of charge by contacting Michael Pungello at 609-282-6996.

 

 

 

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** **

**Explanatory Note**

 

This Amendment on Form 10-K/A to the Annual Report on Form 10-K for the period ending December 31, 2011, which was filed March 23, 2012 has been filed to amend and restate Item 9A to correct the inadvertent omission of the “Management’s Annual Report on Internal Control over Financial Reporting”.

 

**Item 9A: Controls and Procedures**

 

*Evaluation of Disclosure and Procedures*

 

The General Partner, with the participation of the Partnership’s President as principal executive officer of the Partnership (“President”) and the Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Partnership as of and for the period which ended December 31, 2011, and, based on its evaluation, has concluded that these disclosure controls and procedures are effective.  Additionally, there were no significant changes in the General Partner’s internal controls with respect to the Partnership over financial reporting which materially affect such internal controls.

 

*Changes in Internal Control over Financial Reporting*

 

No change in internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the quarter ended December 31, 2011 that has materially affected, or is reasonable likely to materially affect, the Partnership’s internal control over financial reporting.

 

*Management’s Annual Report on Internal Control over Financial Reporting*

 

The Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting.  The Partnership’s internal control over financial reporting is a process designed under the supervision of the Partnership’s President and Chief Financial Officer and effected by management, other personnel and service providers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

·                  Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;

 

·                  Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management and directors of the Partnership; and

 

·                  Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation.  Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

The Partnership’s management assessed the effectiveness of the Partnership’s internal control over financial reporting at December 31, 2011.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework”.

 

Based on its assessment, the Partnership’s management concluded that, at December 31, 2011, the Partnership’s internal control over financial reporting was effective.

 

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This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Partnership’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

 

**PART IV**

 

**Item 15: Exhibits and Financial Statement Schedules**

 

The following exhibits are filed as part of this Form 10-K/A:

 
| Exhibit 31.01 and 31.02: |   | Rule 13a-14(a)/15d-14(a) Certifications |
|-------------------------------|--------|---------------------------------------------------|
|                          |   |                                              |
| Exhibit 32.01 and 32.02: |   | Section 1350 Certifications                  |

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on August 13, 2012.

 
|   | BLACKROCK GLOBAL HORIZONS I L.P.         |
|--------|------------------------------------------|
|   |                                     |
|   | By: BLACKROCK INVESTMENT MANAGEMENT, LLC |
|   | General Partner                          |

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 
| Date: August 13, 2012 | By     | /s/ EDWARD RZESZOWSKI         |
|----------------------------|--------|-------------------------------|
|                       |   | Edward Rzeszowski             |
|                       |   | President                     |
|                       |   | (Principal Executive Officer) |
|                       |   |
|                       |   |
| Date: August 13, 2012 | By     | /s/ MICHAEL L. PUNGELLO       |
|                       |   | Michael L. Pungello           |
|                       |   | Chief Financial Officer       |
|                       |   | (Chief Financial Officer)     |

 

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INDEX TO EXHIBITS

 
| **Exhibit**                  | ** ** | ** **                                        |
|------------------------------|------------|---------------------------------------------------|
|                         |       |                                              |
| Exhibit 31.01 and 31.02 |       | Rule 13a-14(a)/15d-14(a) Certifications |
|                         |       |                                              |
| Exhibit 32.01 and 32.02 |       | Sections 1350 Certifications                      |

 

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