Exhibit 4.1


 


	
  SHARES
  OF

  	
   

  	
   

  
	
  COMMON
  STOCK

  	
   

  	
  CUSIP 774415 10 3

  
	
  PAR
  VALUE $0.01

  	
   

  	
  SEE REVERSE FOR CERTAIN
  RESTRICTIONS

  
	
  THIS CERTIFICATE IS
  TRANSFERABLE

  	
   

  	
   

  
	
  IN NEW YORK, NY

  	
   

  	
   

  



 





 


ROCKWOOD HOLDINGS, INC.


 


INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE


 


 


THIS CERTIFIES THAT


 


IS THE OWNER OF


 


 


FULLY-PAID AND NON-ASSESSABLE SHARES OF
COMMON STOCK, PAR VALUE $0.01 OF 


 


COMMON STOCK


 


Rockwood Holdings, Inc. transferable on the
books of the Corporation by the holder hereof in person or by duly authorized
attorney, upon surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby are issued and shall be held
subject to all of the provisions of the Certificate of Incorporation of the
Corporation and all amendments thereto, to all of which the holder, by
acceptance hereof, assents. This Certificate is not valid until countersigned
and registered by the Transfer Agent and Registrar. 


 


Witness the facsimile seal of the Corporation
and the facsimile signatures of its duly authorized officers.


 


Dated: 


 


	
   

  	
   

  
	
  CHAIRMAN OF THE BOARD

  AND CHIEF EXECUTIVE OFFICER

  	
  SENIOR VICE PRESIDENT,
  LAW &

  ADMINISTRATION AND SECRETARY

  
	
   

  	
   

  
	
  COUNTERSIGNED AND REGISTERED: 

  
	
   

  
	
  AMERICAN
  STOCK TRANSFER & TRUST COMPANY 

  (NEW
  YORK, NY)

  
	
   

  
	
   

  	
   

  	
  TRANSFER AGENT 

  
	
   

  	
   

  	
  AND REGISTRAR 

  
	
  BY 

  	
   

  	
   

  
	
   

  	
   

  	
  AUTHORIZED SIGNATURE

  



 


 





















 


ROCKWOOD HOLDINGS, INC.


 


                The Corporation
will furnish to any stockholder upon request and without charge a full
statement of the designations, preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications, and terms
and conditions of redemption of shares of each class authorized to be issued
and, with respect to the classes of shares which may be issued in series, the
differences in the relative rights and preferences between the shares of each
series, to the extent they have been set. Such request may be made to the
Secretary of the Corporation at its principal office or to the Transfer Agent.


 


                The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations: 


 


 


	
  TEN
  COM

  	
  —

  	
  as
  tenants in common

  	
   

  	
  UNIF GIFT/TRANS MIN ACT–

  	
   

  	
  Custodian

  	
   

  
	
  TEN
  ENT 

  	
  —

  	
  as
  tenants by the entireties 

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  JT TEN

  	
  —

  	
  as
  joint tenants with right of survivorship and not as tenants in common

  	
   

  	
   

  	
  under
  Uniform Gifts/Transfers to Minors Act

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (State)

  



 


Additional
abbreviations may also be used though not in the above list.


 


 


FOR VALUE RECEIVED, _________________________ HEREBY SELL, ASSIGN AND
TRANSFER UNTO 


 


 


	
  PLEASE INSERT SOCIAL SECURITY OR OTHER

  IDENTIFYING NUMBER OF ASSIGNEE

  
	
   

  
	
  



  



 


	
   

  
	
  (Please Print
  or Typewrite Name and Address, Including Zip Code, of Assignee)

  
	
   

  	
   

  
	
   

  	
  shares 

  
	
  of the Common Stock represented by the within
  Certificate, and do hereby irrevocably constitute and appoint

  	
   

  
	
   

  	
   

  
	
   

  	
  Attorney

  
	
  to transfer the said shares on the books of
  the within named Corporation with full power of substitution in the premises.

  	
   

  



 


	
  Dated

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NOTICE: The
  Signature(s) To This Assignment Must Correspond With The Name(s) As Written
  Upon The Face Of The Certificate In Every Particular, Without Alteration Or
  Enlargement Or Any Change Whatever.

  



 


	
   

  	
  SIGNATURE(S) GUARANTEED:

  	
   

  
	
   

  	
   

  	
  THE SIGNATURE(S) MUST BE
  GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,SAVINGS
  AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
  SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

   

  



 


 


KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT
IS LOST, STOLEN, OR DESTROYED, THE COMPANY MAY REQUIRE A BOND OF INDEMNITY AS A
CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.


 


 


 


 


 




	
  AMERICAN
  BANK NOTE COMPANY

  711
  ARMSTRONG LANE

  COLUMBIA,
  TENNESSEE 38401

  (931)
  388-3003

  	
   

  	
  PRODUCTION
  COORDINATOR: TODD DEROSSETT 931-490-1720

  PROOF
  OF JULY 20, 2005

  ROCKWOOD
  HOLDINGS, INC.

  TSB
  20607 BK

  
	
   

  
	
   

  
	
   

  
	
  SALES:J.
  NAPOLITANO212-269-0339X14

  	
   

  	
  Operator:
  Ron

  
	
  /
  ETHER 7 / LIVE JOBS / R / ROCKWOOD 20607 BK

  	
   

  	
  New

  






 


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