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 *
Ghasemi Seifi
   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
__X__ Officer (give title below) _____ Other (specify below)
Chairman & Chief Exec Officer
(Last)
(First)
(Middle)
C/O ROCKWOOD HOLDINGS, INC., 100 OVERLOOK CENTER		 3. Date of Earliest Transaction (Month/Day/Year)
12/10/2013
(Street)

PRINCETON, NJ 08540		 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 12/10/2013   M   206,000 (5) A $ 14.61 911,790 D  
Common Stock, par value $0.01 per share 12/10/2013   S   206,000 D $ 72.3447 (1) 705,790 D  
Common Stock, par value $0.01 per share 12/11/2013   M   30,200 (5) A $ 14.61 735,990 D  
Common Stock, par value $0.01 per share 12/11/2013   M   100 (5) A $ 14.61 736,090 D  
Common Stock, par value $0.01 per share 12/11/2013   S   30,200 D $ 71.2479 (2) 705,890 D  
Common Stock, par value $0.01 per share 12/11/2013   S   100 D $ 71.79 705,790 D  
Common Stock, par value $0.01 per share 12/12/2013   M   71,729 (5) A $ 14.61 777,519 D  
Common Stock, par value $0.01 per share 12/12/2013   S   71,729 D $ 70 705,790 D  
Common Stock, par value $0.01 per share 12/12/2013   M   198,508 (6) A $ 14.61 904,298 D  
Common Stock, par value $0.01 per share 12/12/2013   S   198,508 D $ 70.0236 (3) 705,790 D  
Common Stock, par value $0.01 per share 12/12/2013   M   1,711 (6) A $ 70.09 707,501 D  
Common Stock, par value $0.01 per share 12/12/2013   S   1,711 D $ 14.61 705,790 D  
Common Stock, par value $0.01 per share 12/12/2013   M   117,136 (7) A $ 31.73 822,926 D  
Common Stock, par value $0.01 per share 12/12/2013   S   117,136 D $ 70.1711 (4) 705,790 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) $ 14.61 12/10/2013   M     206,000   (5) 09/24/2014 Common Stock, par value $0.01 per share 206,000 $ 0 102,029 D  
Stock Options (right to buy) $ 14.61 12/11/2013   M     30,300   (5) 09/24/2014 Common Stock, par value $0.01 per share 30,300 $ 0 71,729 D  
Stock Options (right to buy) $ 14.61 12/12/2013   M     71,729   (5) 09/24/2014 Common Stock, par value $0.01 per share 71,729 $ 0 0 D  
Stock Options (right to buy) $ 14.61 12/12/2013   M     198,508   (6) 09/24/2014 Common Stock, par value $0.01 per share 198,508 $ 0 0 D  
Stock Options (right to buy) $ 14.61 12/12/2013   M     1,711   (6) 09/24/2014 Common Stock, par value $0.01 per share 1,711 $ 0 0 D  
Stock Options (right to buy) $ 31.73 12/12/2013   M     117,136   (7) 05/16/2014 Common Stock, par value $0.01 per share 117,136 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ghasemi Seifi
C/O ROCKWOOD HOLDINGS, INC.
100 OVERLOOK CENTER
PRINCETON, NJ 08540		   X     Chairman & Chief Exec Officer  

Signatures

 /s/ Seifi Ghasemi   12/12/2013
**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) This transaction was executed in multiple trades at share prices ranging from $72.13 to $72.93. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
(2) This transaction was executed in multiple trades at share prices ranging from $70.77 to $71.75. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
(3) This transaction was executed in multiple trades at share prices ranging from $70.00 to $70.09. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
(4) This transaction was executed in multiple trades at share prices ranging from $70.09 to $70.522. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer, full information regarding the number of shares and prices at which the transaction was effected.
(5) These performance-based stock options were granted to the holder on September 24, 2004 and vested and became exercisable by the holder in installments of 20% on each of the first five grant date anniversaries pursuant to achievement of certain specified performance-based targets. These performance-based stock options expire on September 24, 2014.
(6) These time-based stock options were granted to the holder on September 24, 2004 and vested and became exercisable by the holder in installments of 20% on each of the first five grant date anniversaries. These time-based stock options expire on September 24, 2014.
(7) These time-based stock options were granted to the holder on May 16, 2007 and vested and became exercisable by the holder in three equal annual installments beginning on the December 31st of the year following the grant date. These time-based stock options expire on May 16, 2014.

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