SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Ghasemi Seifi
(Last) (First) (Middle)
C/O ROCKWOOD HOLDINGS, INC.
100 OVERLOOK CENTER
(Street)
PRINCETON NJ 08540
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Rockwood Holdings, Inc. [ ROC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/12/2015
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 01/12/2015 D 725,005 D (1) 20,163 D
Common Stock, par value $0.01 per share 01/12/2015 A 7,530(2) A $0 27,693 D
Common Stock, par value $0.01 per share 01/12/2015 D 22,587(3) D $78.68(3) 5,106 D
Common Stock, par value $0.01 per share 01/12/2015 A 792(4) A $0 5,898 D
Common Stock, par value $0.01 per share 01/12/2015 D 5,898(5) D $78.68(5) 0 D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Disposed of pursuant to an Agreement and Plan of Merger dated as of July 15, 2014, by and among Albemarle Corporation, Albemarle Holdings Corporation and Rockwood Holdings, Inc., in exchange for $36,721,557.07 and 348,219 shares of common stock of Albemarle Corporation having a market value of $59.70 per share as of the close of trading on the effective date of the merger.
2. Represents additional shares of common stock of the Issuer that were earned on market stock units granted in December 2012 in addition to the number of target shares reported on December 14, 2012 (as reduced by a pro rata amount in connection with the reporting person's retirement, effective June 30, 2014). These shares include 356 shares representing dividend equivalent rights accrued to the reporting person on the additional shares.
3. These market stock units vested in a pro-rated portion based on the portion of the performance period for which the reporting person was employed by the Issuer and were converted, as of the effective time of the merger, into a cash amount equal to $1,777,145.16 (less any required withholding taxes), which amount was calculated based on the per-share merger consideration and the issuer's share performance as of the effective time of the merger.
4. Represents additional shares of common stock of the Issuer that were earned on market stock units granted in December 2013 in addition to the number of target shares reported on December 18, 2013 (as reduced by a pro rata amount in connection with the reporting person's retirement, effective June 30, 2014). These shares include 18 shares representing dividend equivalent rights accrued to the reporting person on the additional shares.
5. These market stock units vested in a pro-rated portion based on the portion of the performance period for which the reporting person was employed by the Issuer and were converted, as of the effective time of the merger, into a cash amount equal to $464,054.64 (less any required withholding taxes), which amount was calculated based on the per-share merger consideration and the issuer's share performance as of the effective time of the merger.
/s/ Seifi Ghasemi 01/23/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.