SEC Form 4 · accession 0000947871-15-000052
Rockwood Holdings, Inc. · ROC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Seifi Ghasemi
Director
Period of report
Jan 12, 2015
Accepted (ET)
Jan 23, 2015 · 11:48 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001315695
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1 | Jan 12, 2015 | D | 725,005 | — | D | 20,163 | D | |
| Common Stock, par value $0.01 per shareF2 | Jan 12, 2015 | A | 7,530 | $0.00 | A | 27,693 | D | |
| Common Stock, par value $0.01 per shareF3 | Jan 12, 2015 | D | 22,587 | $78.68 | D | 5,106 | D | |
| Common Stock, par value $0.01 per shareF4 | Jan 12, 2015 | A | 792 | $0.00 | A | 5,898 | D | |
| Common Stock, par value $0.01 per shareF5 | Jan 12, 2015 | D | 5,898 | $78.68 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposed of pursuant to an Agreement and Plan of Merger dated as of July 15, 2014, by and among Albemarle Corporation, Albemarle Holdings Corporation and Rockwood Holdings, Inc., in exchange for $36,721,557.07 and 348,219 shares of common stock of Albemarle Corporation having a market value of $59.70 per share as of the close of trading on the effective date of the merger.
- F2Represents additional shares of common stock of the Issuer that were earned on market stock units granted in December 2012 in addition to the number of target shares reported on December 14, 2012 (as reduced by a pro rata amount in connection with the reporting person's retirement, effective June 30, 2014). These shares include 356 shares representing dividend equivalent rights accrued to the reporting person on the additional shares.
- F3These market stock units vested in a pro-rated portion based on the portion of the performance period for which the reporting person was employed by the Issuer and were converted, as of the effective time of the merger, into a cash amount equal to $1,777,145.16 (less any required withholding taxes), which amount was calculated based on the per-share merger consideration and the issuer's share performance as of the effective time of the merger.
- F4Represents additional shares of common stock of the Issuer that were earned on market stock units granted in December 2013 in addition to the number of target shares reported on December 18, 2013 (as reduced by a pro rata amount in connection with the reporting person's retirement, effective June 30, 2014). These shares include 18 shares representing dividend equivalent rights accrued to the reporting person on the additional shares.
- F5These market stock units vested in a pro-rated portion based on the portion of the performance period for which the reporting person was employed by the Issuer and were converted, as of the effective time of the merger, into a cash amount equal to $464,054.64 (less any required withholding taxes), which amount was calculated based on the per-share merger consideration and the issuer's share performance as of the effective time of the merger.