Edgar Filing: Rockwood Holdings, Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â KKR Fund Holdings L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2009

3. Issuer Name and Ticker or Trading Symbol
Rockwood Holdings, Inc. [ROC]

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.,Â 9 WEST 57TH STREET, SUITE 4200

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10019

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	2,285,721	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁹⁾
Common Stock, par value $0.01 per share	8,006,339	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase Common Stock	Â ⁽⁸⁾	07/23/2013	Common Stock	958,315	$ 14.61	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KKR Fund Holdings L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
KKR Fund Holdings GP Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
KKR Group Holdings L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
KKR Group Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
KKR & Co. L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â
KKR Management LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK,Â NYÂ 10019	Â	Â X	Â	Â

Signatures

/s/ William J. Janetschek, KKR Fund Holdings L.P.(10)		10/13/2009
^**Signature of Reporting Person		Date
/s/ William J. Janetschek, KKR Fund Holdings GP Limited (11)		10/13/2009
^**Signature of Reporting Person		Date
/s/ William J. Janetschek, KKR Group Holdings L.P. (12)		10/13/2009
^**Signature of Reporting Person		Date
/s/ William J. Janetschek, KKR Group Limited (13)		10/13/2009
^**Signature of Reporting Person		Date
/s/ William J. Janetschek, KKR & Co. L.P. (14)		10/13/2009
^**Signature of Reporting Person		Date
/s/ William J. Janetschek, KKR & Co. L.P. (15)		10/13/2009
^**Signature of Reporting Person		Date
/s/ William J. Janetschek, KKR Management LLC (16)		10/13/2009
^**Signature of Reporting Person		Date
/s/ William J. Janetschek, KKR Management LLC (17)		10/13/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	KKR Fund Holdings L.P., KKR Fund Holdings GP Limited, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P. and KKR Management LLC are filing this Form 3 as a result of a structural reorganization of KKR & Co. L.P. and its affiliates ("KKR") in connection with the combination of the businesses of KKR and KKR Private Equity Investors, L.P.
(2)	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.
(3)	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 securities 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 securities held by KKR European Fund, Limited Partnership.
(4)	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 beneficially own the securities held by KKR Millennium Fund L.P. and KKR European Fund, Limited Partnership.
(5)	In addition to the securities reported on this Form 3, 11,414, 975 shares of common stock of Rockwood Holdings, Inc. (the "Shares") are held by KKR 1996 Fund L.P; 98,615 Shares are held by KKR Partners II, L.P.; 239,348 Shares are held by KKR Partners III, L.P. (Series F); and 89,711 Shares are held by Aurora Investments II, LLC.
(6)	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 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 Shares held by KKR 1996 Fund 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 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 Shares held by KKR Partners II, L.P. 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 Shares held by KKR Partners III, L.P. (Series F).
(7)	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 the 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.
(8)	The warrants to purchase common stock are exercisable at any time and expire on July 23, 2013.
(9)	Each Reporting Person and each other person named in notes (2) through (7) 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.
Â Remarks: ExhibitÂ 24Â PowerÂ ofÂ Attorney.Â Â (10)Â Mr.Â JanetschekÂ isÂ signingÂ inÂ hisÂ capacityÂ asÂ directorÂ ofÂ KKRÂ FundÂ HoldingsÂ GPÂ Limited,Â generalÂ partnerÂ ofÂ KKRÂ FundÂ HoldingsÂ L.P.Â (11)Â Mr.Â JanetschekÂ isÂ signingÂ inÂ hisÂ capacityÂ asÂ directorÂ ofÂ KKRÂ FundÂ HoldingsÂ GPÂ Limited.Â Â (12)Â Mr.Â JanetschekÂ isÂ signingÂ inÂ hisÂ capacityÂ asÂ directorÂ ofÂ KKRÂ GroupÂ Limited,Â generalÂ partnerÂ ofÂ KKRÂ GroupÂ HoldingsÂ L.P.Â (13)Â Mr.Â JanetschekÂ isÂ signingÂ inÂ hisÂ capacityÂ asÂ directorÂ ofÂ KKRÂ GroupÂ Limited.Â (14)Â Mr.Â JanetschekÂ isÂ signingÂ inÂ hisÂ capacityÂ asÂ attorney-in-factÂ forÂ HenryÂ R.Â Kravis,Â aÂ designatedÂ memberÂ ofÂ KKRÂ ManagementÂ LLC,Â theÂ generalÂ partnerÂ ofÂ KKRÂ &Â Co.Â L.P.Â Â (15)Â Mr.Â JanetschekÂ isÂ signingÂ inÂ hisÂ capacityÂ asÂ attorney-in-factÂ forÂ GeorgeÂ R.Â Roberts,Â aÂ designatedÂ memberÂ ofÂ KKRÂ ManagementÂ LLC,Â theÂ generalÂ partnerÂ ofÂ KKRÂ &Â Co.Â L.P.Â Â (16)Â Mr.Â JanetschekÂ isÂ signingÂ inÂ hisÂ capacityÂ asÂ attorney-in-factÂ forÂ HenryÂ R.Â Kravis,Â aÂ designatedÂ memberÂ ofÂ KKRÂ ManagementÂ LLC.Â Â (17)Â Mr.Â JanetschekÂ isÂ signingÂ inÂ hisÂ capacityÂ asÂ attorney-in-factÂ forÂ GeorgeÂ R.Â Roberts,Â aÂ designatedÂ memberÂ ofÂ KKRÂ ManagementÂ LLC.

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