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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Rockwood Holdings, Inc. [ ROC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/10/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 |
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 | ||||||||
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 |
Explanation of Responses: |
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. |
/s/ Seifi Ghasemi | 12/12/2013 | |
** 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. |