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 *
Zatta Robert J
   2. Issuer Name and Ticker or Trading Symbol
Rockwood Holdings, Inc. [ROC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP & CFO
(Last)
(First)
(Middle)
C/O ROCKWOOD HOLDINGS, INC., 100 OVERLOOK CENTER		 3. Date of Earliest Transaction (Month/Day/Year)
06/26/2012
(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 06/26/2012   A   109 A $ 0 (1) 131,090 D  
Common Stock, par value $0.01 per share 08/17/2012   A   97 A $ 0 (1) 131,187 D  
Common Stock, par value $0.01 per share 11/29/2012   A   105 A $ 0 (1) 131,292 D  
Common Stock, par value $0.01 per share 03/07/2013   A   130 A $ 0 (1) 131,422 D  
Common Stock, par value $0.01 per share 06/04/2013   A   127 A $ 0 (1) 131,549 D  
Common Stock, par value $0.01 per share 08/11/2013   A   146 A $ 0 (1) 131,695 D  
Common Stock, par value $0.01 per share 11/18/2013   A   138 A $ 0 (1) 131,833 D  
Common Stock, par value $0.01 per share 01/31/2014   A   9,590 A $ 0 (2) 141,423 D  
Common Stock, par value $0.01 per share 01/31/2014   A   3,629 A $ 0 (3) 145,052 D  
Common Stock, par value $0.01 per share 01/31/2014   F   10,474 A $ 0 (4) 134,578 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
Zatta Robert J
C/O ROCKWOOD HOLDINGS, INC.
100 OVERLOOK CENTER
PRINCETON, NJ 08540		       Senior VP & CFO  

Signatures

 /s/ Robert J. Zatta   02/28/2014
**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) Represents dividend equivalent rights in connection with the Issuer's quarterly dividend and accrued to the reporting person on market stock units granted in December 2010, December 2011 and December 2012 at target level.
(2) Represents shares of common stock of the Issuer delivered upon vesting of restricted stock units granted in December 2010, the number of which was earned based upon the Issuer's relative shareholder return financial performance over fiscal years 2011-2013 and include 457 shares representing dividend equivalent rights on such units accrued to the reporting person in connection with the Issuer's quarterly dividends from the second quarter 2012 through the fourth quarter 2013.
(3) Represents additional shares of common stock of the Issuer that were earned on market stock units granted in December 2010 in addition to the 6,912 target shares reported on December 14, 2010. These additional shares were earned based upon the Issuer's financial performance over fiscal years 2011-2013 and include 173 shares representing dividend equivalent rights accrued to the reporting person on the additional shares in connection with the Issuer's quarterly dividends from the second quarter 2012 through the fourth quarter 2013.
(4) Represents shares withheld by the Issuer to satisfy reporting person's tax withholding obligations in connection with the vesting and delivery of restricted stock units granted in December 2010 and the related dividend equivalents.

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