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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ROCKWOOD HOLDINGS, INC., 100 OVERLOOK CENTER 3. Date of Earliest Transaction (Month/Day/Year) 01/12/2015 (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 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

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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

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

Signatures

/s/ Seifi Ghasemi		01/23/2015
**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)	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.

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