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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13E-3
(Amendment No. 2)

RULE 13e-3 TRANSACTION STATEMENT

(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

MACDERMID, INCORPORATED
(Name of the Issuer)

MacDermid, Incorporated   Daniel H. Leever
MDI Holdings, LLC   Joseph M. Silvestri
Matrix Acquisition Corp.   Court Square Capital Partners II, L.P.
    Weston Presidio V, L.P.
(Name of Person(s) Filing Statement)

Common Stock, no par value
(Title of Class of Securities)

554273 10 2
(CUSIP Number of Class of Securities)

MacDermid, Incorporated   MDI Holdings, LLC
c/o John L. Cordani   Matrix Acquisition Corp.
Vice President, Corporate Secretary and   c/o Court Square Capital Partners II, L.P.
General Counsel   399 Park Avenue
245 Freight Street   14th Floor
Waterbury, Connecticut 06702-0671   New York, New York 10022
(212) 575-5700    
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)

Copies to:

Edward D. Herlihy   G. Daniel O'Donnell
Lawrence S. Makow   Geraldine A. Sinatra
Wachtell, Lipton, Rosen & Katz   Dechert LLP
51 West 52nd Street   Cira Centre
New York, NY 10019   2929 Arch Street
(212) 403-1000   Philadelphia, PA 19104
    (215) 994-4000

        This statement is filed in connection with (check the appropriate box):

    (a)   ý   The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

 
 
(b)
 
o
 
The filing of a registration statement under the Securities Act of 1933.

 
 
(c)
 
o
 
A tender offer.

 
 
(d)
 
o
 
None of the above.

        Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:    o

        Check the following box if the filing is a final amendment reporting the results of the transaction:    o

Calculation of Filing Fee

Transaction Valuation*   Amount of Filing Fee**
$1,097,128,543   $117,392.75
*
Calculated solely for the purpose of determining the filing fee. As of January 9, 2007, there were (i) 30,861,098 shares of common stock, without par value, of MacDermid, Incorporated ("Common Stock") outstanding. The filing fee was determined by adding (x) the product of (i) the number of shares of Common Stock that are proposed to be acquired in the merger and (ii) the merger consideration of $35.00 per share, plus (y) $16,990,113 expected to be paid to holders of stock options with an exercise price of less than $35.00 per share granted by MacDermid to purchase shares of Common Stock in exchange for the cancellation of such options ((x) and (y) together, the "Total Consideration").

**
In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, and Rule 0-11(c)(1) promulgated thereunder, the filing fee was determined by multiplying 0.000107 by the Total Consideration.

ý
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.

Amount Previously Paid: $117,392.75
Form or Registration No.: Schedule 14A
Filing Party: MacDermid, Incorporated
Date Filed: January 12, 2007


INTRODUCTION

        This Amendment No. 2 amends and supplements the Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits thereto and the Amendment No. 1 to the Rule 13E-3 Transaction Statement (as amended, this "Transaction Statement"), filed by (1) MacDermid, Incorporated, a Connecticut corporation ("MacDermid" or the "Company"), the issuer of the MacDermid common stock, no par value, that is subject to the Rule 13e-3 transaction, (2) MDI Holdings, LLC ("ParentCo"), a Delaware limited liability company, (3) Matrix Acquisition Corp. ("MergerCo"), a Connecticut corporation that is a wholly owned subsidiary of ParentCo, (4) Daniel H. Leever, Chairman of the Board of Directors and Chief Executive Officer of MacDermid, (5) Court Square Capital Partners II, L.P., a Delaware limited partnership ("Court Square") and Weston Presidio V, L.P., a Delaware limited partnership ("Weston Presidio," and collectively with Court Square, including Mr. Joseph M. Silvestri, the "Sponsors") and (6) Joseph M. Silvestri, a director of MacDermid and managing partner of Court Square, filing in his individual capacity. The Sponsors and Mr. Leever are sometimes referred to herein collectively as the "Investor Group." MacDermid, ParentCo, MergerCo and the Investor Group are sometimes referred to herein collectively as the "Filing Persons." This Transaction Statement relates to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 15, 2006, by and among MacDermid, ParentCo and MergerCo.

        If the merger is consummated, MergerCo will be merged with and into MacDermid, with MacDermid continuing as the surviving corporation (the "Surviving Corporation") and as a wholly owned subsidiary of ParentCo (the "Merger"). Upon consummation of the Merger, each share of MacDermid common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares held in the treasury of MacDermid, or owned by its wholly owned subsidiaries, or by ParentCo or MergerCo immediately prior to the effective time of the Merger (including shares contributed to ParentCo by members of the Investor Group prior to the Merger), or held by shareholders who are entitled to and who properly exercise appraisal rights under Connecticut law) will be converted into the right to receive $35.00 in cash, without interest. Upon consummation of the Merger, unless otherwise agreed between a holder and ParentCo, all outstanding options to purchase shares of MacDermid common stock granted under any of MacDermid's employee or director equity plans, whether vested or unvested, will at the effective time of the Merger become fully vested and be cancelled and converted into a right to receive a cash payment equal to the number of shares of MacDermid common stock underlying the options multiplied by the amount (if any) by which $35.00 exceeds the option exercise price, without interest and less any applicable withholding taxes. Unless otherwise agreed between a holder and ParentCo, all shares of MacDermid restricted stock under MacDermid's stock plans or benefit plans will vest in full and be cancelled and converted into the right to receive a cash payment equal to the number of outstanding shares of restricted stock, multiplied by $35.00, without interest and less any applicable withholding taxes.

        Concurrently with the filing of this Transaction Statement, MacDermid is filing with the Securities and Exchange Commission Amendment No. 2 to the preliminary Proxy Statement (as amended, the "Proxy Statement") filed by MacDermid under Regulation 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to the special meeting of the shareholders of MacDermid at which the shareholders of MacDermid will consider and vote upon a proposal to approve and adopt the Merger Agreement. The approval and adoption of the Merger Agreement requires the affirmative vote of at least a majority of the number of votes entitled to be cast at the close of business on the record date by shareholders of MacDermid.

        The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each Item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment. Capitalized terms used but not


defined herein shall have the meanings ascribed to such terms in the Proxy Statement. All information contained in this Transaction Statement concerning any of the Filing Persons has been provided by such Filing Person and none of the Filing Persons, including MacDermid, takes responsibility for the accuracy of any information not supplied by such Filing Person.

        The filing of this Transaction Statement shall not be construed as an admission by any of the Filing Persons, or by any affiliate of a Filing Person, that MacDermid is "controlled" by any other Filing Person or that any Filing Person is an "affiliate" of MacDermid within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.

Item 1. Summary Term Sheet.

        The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 2. Subject Company Information.

        (a)   Name and Address. The Company's name and the address and telephone number of its principal executive offices are as follows:

        (b)   Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        (c)   Trading Market and Price. The information set forth in the Proxy Statement under the caption "Other Important Information Regarding MacDermid—Market for Common Stock and Dividends" is incorporated herein by reference.

        (d)   Dividends. The information set forth in the Proxy Statement under the caption "Other Important Information Regarding MacDermid—Market for Common Stock and Dividends" is incorporated herein by reference.

        (e)   Prior Public Offerings. None.

        (f)    Prior Stock Purchases. The information set forth in the Proxy Statement under the caption "Other Important Information Regarding MacDermid—Prior Purchases and Sales of MacDermid Common Stock" is incorporated herein by reference.

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Item 3. Identity and Background of Filing Persons.

        (a)   Name and Address. The information set forth in the Proxy Statement under the following captions are incorporated herein by reference:

        (b)   Business and Background of Entities. The information set forth in the Proxy Statement under the following captions are incorporated herein by reference:

        (c)   Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions are incorporated herein by reference:

Item 4. Terms of the Transaction.

        (a)   Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        (c)   Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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        (d)   Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        (e)   Provisions for Unaffiliated Security Holders. None.

        (f)    Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

        (a)   Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        (b)   Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        (c)   Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

4

        (e)   Agreements Involving the Subject Company's Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 6. Purposes of the Transaction and Plans or Proposals.

        (b)   Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        (c)(1)-(8)    Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

5

Item 7. Purposes, Alternatives, Reasons and Effects.

        (a)   Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        (b)   Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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        (c)   Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        (d)   Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 8. Fairness of the Transaction

        (a)   Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

7

        (b)   Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        (c)   Approval of Security Holders. The transaction is not structured so that approval of at least a majority of unaffiliated security holders is required.

        The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        (d)   Unaffiliated Representative. An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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        (e)   Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        (f)    Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 9. Reports, Opinions, Appraisals and Negotiations.

        (a)-(b)    Reports, Opinions, Appraisal and Certain Negotiations; Preparer and Summary of the Report, Opinion or Appraisal. The presentation of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Special Committee of the Board of Directors of MacDermid, Incorporated, dated December 15, 2006, is attached hereto as Exhibit (c)(2) and is incorporated herein by reference. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

9

        (c)   Availability of Documents. The materials referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of MacDermid during its regular business hours by any interested holder of MacDermid common stock.

Item 10. Source and Amounts of Funds or Other Consideration.

        (a)   Source of Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        (b)   Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        (c)   Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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        (d)   Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 11. Interest in Securities of the Subject Company.

        (a)   Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        (b)   Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 12. The Solicitation or Recommendation.

        (d)   Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

11

        (e)   Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 13. Financial Information.

        (a)   Financial Statements. The audited financial statements set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2006 and the information set forth in the Proxy Statement under the following captions are incorporated herein by reference:

        (b)   Pro Forma Information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

        (a)   Solicitations or Recommendations. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

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        (b)   Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Item 15. Additional Information.

        (b)   Other Material Information. The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

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Item 16. Exhibits.

    (a)(1)   Letter to Shareholders of MacDermid, Incorporated, incorporated herein by reference to the Proxy Statement on Schedule 14A filed by MacDermid, Incorporated with the Securities and Exchange Commission on January 12, 2007

 
 
(a)(2)
 
Notice of Special Meeting, incorporated herein by reference to the Proxy Statement on Schedule 14A filed by MacDermid, Incorporated with the Securities and Exchange Commission on January 12, 2007

 
 
(a)(3)
 
Proxy Statement of MacDermid, Incorporated, incorporated herein by reference to the Proxy Statement on Schedule 14A filed by MacDermid, Incorporated with the Securities and Exchange Commission on January 12, 2007

 
 
(b)(1)
 
Debt Commitment Letter, dated as of December 15, 2006, among Matrix Acquisition Corp., Credit Suisse Securities (USA) LLC, and Credit Suisse, Cayman Islands Branch (incorporated by reference to Exhibit 99.7(D) of the Schedule 13D filed by Court Square Capital Partners II, L.P. and Court Square Capital GP, LLC with the SEC on December 22, 2006)

 
 
(c)(1)
 
Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated December 15, 2006, incorporated herein by reference to Annex B of the Proxy Statement on Schedule 14A filed by MacDermid Incorporated with the Securities and Exchange Commission on January 12, 2007

 
 
(c)(2)
 
Presentation of Merrill Lynch, Pierce, Fenner & Smith Incorporated to the Special Committee of the Board of Directors of MacDermid, Incorporated, dated December 15, 2006

 
 
(d)(1)
 
Agreement and Plan of Merger, dated December 15, 2006, among MDI Holdings, LLC, Matrix Acquisition Corp. and MacDermid, Incorporated, incorporated herein by reference to Annex A of the Proxy Statement on Schedule 14A filed by MacDermid, Incorporated with the Securities and Exchange Commission on January 12, 2007

 
 
(d)(2)
 
Limited Guarantee dated as of December 15, 2006 of Court Square Capital Partners II, L.P. (incorporated by reference to Exhibit 99.7(E) of the Schedule 13D filed by Court Square Capital Partners II, L.P. and Court Square Capital GP, LLC with the SEC on December 22, 2006)

 
 
(d)(3)
 
Limited Guarantee dated as of December 15, 2006 of Weston Presidio V, L.P. (incorporated by reference to Exhibit 99.7(F) of the Schedule 13D filed by Court Square Capital Partners II, L.P. and Court Square Capital GP, LLC with the SEC on December 22, 2006)

 
 
(d)(4)
 
Equity Commitment Letter dated December 15, 2006 of Court Square Capital Partners II, L.P. (incorporated by reference to Exhibit 99.7(A) of the Schedule 13D filed by Court Square Capital Partners II, L.P. and Court Square Capital GP, LLC with the SEC on December 22, 2006)

 
 
(d)(5)
 
Equity Commitment Letter dated December 15, 2006 of Weston Presidio V, L.P. (incorporated by reference to Exhibit 99.7(B) of the Schedule 13D filed by Court Square Capital Partners II, L.P. and Court Square Capital GP, LLC with the SEC on December 22, 2006)
         

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(d)(6)
 
Rollover Equity Commitment Letter dated December 15, 2006 of Daniel H. Leever (incorporated by reference to Exhibit 99.7(C) of the Schedule 13D filed by Court Square Capital Partners II, L.P. and Court Square Capital GP, LLC with the SEC on December 22, 2006)

 
 
(d)(7)
 
Voting Agreement dated as of December 15, 2006 among MDI Holdings, LLC and Daniel H. Leever (incorporated by reference to Exhibit 99.7(I) of the Schedule 13D filed by Court Square Capital Partners II, L.P. and Court Square Capital GP, LLC with the SEC on December 22, 2006)

 
 
(f)(1)
 
Sections 33-855 through 33-872 of the Business Corporation Act of the State of Connecticut, incorporated herein by reference to Annex C of the Proxy Statement on Schedule 14A filed by MacDermid, Incorporated with the Securities and Exchange Commission on January 12, 2007

 
 
(g)
 
None

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SIGNATURES

        After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 14, 2007   MACDERMID, INCORPORATED

 
 
By:
 
/s/  JOHN L. CORDANI      
Name: John L. Cordani
Title: Vice President, Corporate Secretary
         and General Counsel

Dated: March 14, 2007
 
MDI HOLDINGS, LLC

 
 
By:
 
/s/  JOSEPH M. SILVESTRI      
Name: Joseph M. Silvestri
Title: President

Dated: March 14, 2007
 
MATRIX ACQUISITION CORP.

 
 
By:
 
/s/  JOSEPH M. SILVESTRI      
Name: Joseph M. Silvestri
Title: President

Dated: March 14, 2007
 
DANIEL H. LEEVER

 
 
/s/  DANIEL H. LEEVER      
Daniel H. Leever

Dated: March 14, 2007
 
COURT SQUARE CAPITAL PARTNERS II, L.P.

 
 
By:
 
Court Square Capital, GP, LLC, its general partner

 
 
By:
 
/s/  JOSEPH M. SILVESTRI      
Name: Joseph M. Silvestri
Title: Managing Partner

Dated: March 14, 2007
 
JOSEPH M. SILVESTRI

 
 
/s/  JOSEPH M. SILVESTRI      
Joseph M. Silvestri

Dated: March 14, 2007
 
WESTON PRESIDIO V, L.P.

 
 
By:
 
Weston Presidio Management V, LLC, its general partner

 
 
By:
 
/s/  THERESE A. MROZEK      
Name: Therese A. Mrozek
Title: Authorized Member

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INTRODUCTION
SIGNATURES