KKR & Co. Inc. — Director's Dealing 2012

Nov 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rockwood Holdings, Inc. (ROC)
CIK: 0001315695
Period of Report: 2012-11-14

Reporting Person: KKR Fund Holdings L.P. (10% Owner)
Reporting Person: KKR Fund Holdings GP Ltd (10% Owner)
Reporting Person: KKR Group Holdings L.P. (10% Owner)
Reporting Person: KKR Group Ltd (10% Owner)
Reporting Person: KKR & Co. L.P. (10% Owner)
Reporting Person: KKR Management LLC (10% Owner)
Reporting Person: KRAVIS HENRY R (10% Owner)
Reporting Person: ROBERTS GEORGE R (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-14	Common Stock, par value $0.01 per share	X	973170	$14.387	Acquired	2045274	Indirect
2012-11-14	Common Stock, par value $0.01 per share	J	305351	$45.852	Disposed	1739923	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-14	Warrants to purchase Common Stock	$14.387	X	973170	Disposed	2013-07-23	Common Stock (973170)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	5011109	Indirect
Common Stock, par value $0.01 per share	825129	Indirect
Common Stock, par value $0.01 per share	149806	Indirect
Common Stock, par value $0.01 per share	89711	Indirect

Footnotes

F1: These shares 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.

F2: As described in the preliminary prospectus supplement filed by the Issuer on November 14, 2012 (the "Prospectus Supplement"), in connection with secondary sales pursuant to an underwritten offering expected to close on November 19, 2012, KKR Millennium Fund L.P. exercised a warrant to purchase 973,170 shares of common stock for $14.387 per share. KKR Millennium Fund L.P. paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 305,351 of the warrant shares to pay the exercise price and issuing to KKR Millennium Fund L.P. the remaining 667,819 shares.

F3: These shares 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.

F4: These shares 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.

F5: These shares 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).

F6: These shares are held by Aurora Investments II, LLC.

F7: 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 shares held by KKR Millennium Fund L.P. and KKR European Fund, Limited Partnership.

F8: As the designated members of KKR Management LLC, the managers of KKR 1996 GP LLC, KKR III GP LLC and Aurora Investments II, LLC, Henry R. Kravis and George R. Roberts may also be deemed to beneficially own the shares held by KKR Millennium Fund L.P., KKR European Fund, Limited Partnership, KKR Associates 1996 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.

F9: As described in the Prospectus Supplement, these shares are the subject of secondary sales pursuant to an underwritten offering expected to close on November 19, 2012.

F10: Due to the limitations of Form 4, certain of the persons described as beneficial owners or deemed beneficial owners of the securities reported on this Form 4 are filing as reporting persons on a separate Form 4.

F11: The Warrants to purchase Common Stock are exercisable at any time and expire on July 23, 2013.