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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* KKR 1996 FUND L P (Last) (First) (Middle) C/O KKR & CO 9 WEST 57TH ST 41ST FLOOR (Street) NEW YORK NY 10019 (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/23/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	12/23/2010		S		6,183,559	D	$37.52(1)	5,231,416	I	See Footnotes(2)(12)(13)
Common Stock, par value $0.01 per share	12/23/2010		S		53,420	D	$37.52(1)	45,195	I	See Footnotes(3)(12)(13)
Common Stock, par value $0.01 per share	12/28/2010		J(4)		900,000	D	(4)	4,331,416	I	See Footnotes(2)(12)(13)
Common Stock, par value $0.01 per share								900,000(5)	I	See Footnotes(6)(12)(13)
Common Stock, par value $0.01 per share								8,006,339	I	See Footnotes(7)(9)(12)(13)
Common Stock, par value $0.01 per share								2,285,721	I	See Footnotes(8)(9)(12)(13)
Common Stock, par value $0.01 per share								239,348	I	See Footnotes(10)(12)(13)
Common Stock, par value $0.01 per share								89,771	I	See Footnotes(11)(12)(13)

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

1. Name and Address of Reporting Person* KKR 1996 FUND L P (Last) (First) (Middle) C/O KKR & CO 9 WEST 57TH ST 41ST FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KKR ASSOCIATES 1996 L P (Last) (First) (Middle) C/O KKR & CO 9 WEST 57TH ST 41ST FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KKR 1996 GP LLC (Last) (First) (Middle) 9 WEST 57TH STREET STE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KKR PARTNERS II LP (Last) (First) (Middle) KOHLBERG KRAVIS ROBERTS & CO 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KKR ASSOCIATES STRATA LP (Last) (First) (Middle) C/O KKR & CO 9 WEST 57TH ST 41ST FLOOR (Street) NEW YORK NY 1019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KKR ASSOCIATES (Last) (First) (Middle) C/O KOHLBER KVRAVIS ROBERTS & CO., L.P., 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STRATA LLC (Last) (First) (Middle) C/O KKR & CO 9 WEST 57TH ST 41ST FLOOR (Street) NEW YORK NY 1019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KRAVIS HENRY R (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO 9 WEST 57TH ST (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ROBERTS GEORGE R (Last) (First) (Middle) 2800 SAND HILL ROAD (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents the price paid by the underwriters pursuant to an underwritten offering.

2. These securities are held by KKR 1996 Fund L.P. As the sole general partner of KKR 1996 Fund L.P., KKR Associates 1996 L.P. may be deemed to be the beneficial owner of such shares held by KKR 1996 Fund L.P. As the sole general partner of KKR Associates 1996 L.P., KKR 1996 GP LLC also may be deemed to be the beneficial owner of such shares held by KKR 1996 Fund L.P.

3. These securities are held by KKR Partners II, L.P. As the general partners of KKR Partners II, L.P., KKR Associates (Strata) L.P. and KKR Associates, L.P. may be deemed to be the beneficial owners of such shares held by KKR Partners II, L.P. As the sole general partner of KKR Associates (Strata) L.P., Strata L.L.C. also may be deemed to be the beneficial owner of such shares held by KKR Partners II, L.P.

4. Distribution in kind from KKR 1996 Fund L.P. without consideration to KKR Associates 1996 L.P., its sole general partner.

5. These securities were received by KKR Associates 1996 L.P. as a distribution in kind from KKR 1996 Fund L.P. on December 28, 2010.

6. These securities are held by KKR Associates 1996 L.P. As the sole general partner of KKR Associates 1996 L.P., KKR 1996 GP LLC may be deemed to be the beneficial owner of such shares held by KKR Associates 1996 L.P.

7. These securities are held by KKR European Fund, Limited Partnership. As the sole general partner of KKR European Fund, Limited Partnership, KKR Associates Europe, Limited Partnership may be deemed to be the beneficial owner of such shares held by KKR European Fund, Limited Partnership. As the sole general partner of KKR Associates Europe, Limited Partnership, KKR Europe Limited also may be deemed to be the beneficial owner of such shares held by KKR European Fund, Limited Partnership.

8. These securities are held by KKR Millennium Fund L.P. As the sole general partner of KKR Millennium Fund L.P., KKR Associates Millennium L.P. may be deemed to be the beneficial owner of such securities held by KKR Millennium Fund L.P. As the sole general partner of KKR Associates Millennium L.P., KKR Millennium GP LLC also may be deemed to be the beneficial owner of such securities held by KKR Millennium Fund L.P.

9. Each of KKR Fund Holdings L.P. (as the designated member of KKR Millennium GP LLC and the sole shareholder of KKR Europe Limited); KKR Fund Holdings GP Limited (as a general partner of KKR Fund Holdings L.P.); KKR Group Holdings L.P. (as a general partner of KKR Fund Holdings L.P. and the sole shareholder of KKR Fund Holdings GP Limited); KKR Group Limited (as the sole general partner of KKR Group Holdings L.P.); KKR & Co. L.P. (as the sole shareholder of KKR Group Limited) and KKR Management LLC (as the sole general partner of KKR & Co. L.P.) may also be deemed to be the beneficial owner of the securities held by KKR Millennium Fund L.P. and KKR European Fund, Limited Partnership.

10. These securities are held by KKR Partners III, L.P. (Series F). As the sole general partner of KKR Partners III, L.P. (Series F), KKR III GP LLC may be deemed to be the beneficial owner of such shares held by KKR Partners III, L.P. (Series F).

11. These securities are held by Aurora Investments II, LLC.

12. As the designated members of KKR Management LLC, the managers of KKR 1996 GP LLC, Strata L.L.C., KKR III GP LLC and Aurora Investments II, LLC, and members of the executive committee of KKR Associates, L.P., Henry R. Kravis and George R. Roberts may also be deemed to beneficially own the securities held by KKR Millennium Fund L.P., KKR European Fund, Limited Partnership, KKR 1996 Fund L.P., KKR Partners II, L.P., KKR Partners III, L.P. (Series F) and Aurora Investments II, LLC. Messrs. Kravis and Roberts have also been designated as managers of KKR Millennium GP LLC by KKR Fund Holdings L.P.

13. Each Reporting Person and each other person named in notes (2) through (12) above disclaims beneficial ownership of any securities reported herein, except to the extent of such person's pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any equity securities covered by this statement.

	/s/ William J. Janetschek, by power of attorney for KKR 1996 Fund L.P.	02/14/2011
	/s/ William J. Janetschek, by power of attorney for KKR Associates 1996 L.P.	02/14/2011
	/s/ William J. Janetschek, by power of attorney for KKR 1996 GP LLC	02/14/2011
	/s/ William J. Janetschek, by power of attorney for KKR Partners II, L.P.	02/14/2011
	/s/ William J. Janetschek, by power of attorney for KKR Associates (Strata) L.P.	02/14/2011
	/s/ William J. Janetschek, by power of attorney for KKR Associates, L.P.	02/14/2011
	/s/ William J. Janetschek, by power of attorney for Strata L.L.C.	02/14/2011
	/s/ William J. Janetschek, by power of attorney for Henry R. Kravis	02/14/2011
	/s/ William J. Janetschek, by power of attorney for George R. Roberts	02/14/2011
	** 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).
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