AMPHENOL CORP /DE/ — Director's Dealing 2012

Jan 27, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: AMPHENOL CORP /DE/ (APH)
CIK: 0000820313
Period of Report: 2011-12-31

Reporting Person: Clark Stanley L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-01	Phantom Stock	$0	A	2.38	Acquired		Class A Common Stock (2.38)	Direct
2011-07-01	Phantom Stock	$0	A	2.35	Acquired		Class A Common Stock (2.35)	Direct
2011-10-01	Phantom Stock	$0	A	2.27	Acquired		Class A Common Stock (2.27)	Direct
2012-01-02	Phantom Stock	$0	A	2.96	Acquired		Class A Common Stock (2.96)	Direct

Footnotes

F1: Phantom Stock Units convert to Class A Common Stock on a one-for-one basis.

F2: Under the Amphenol Corporation Directors' Compensation Plan, the Reporting Person is entitled to receive shares of Class A Common Stock on a one-for-one basis upon the later of the first day of the year following the Reporting Person's retirement or separation from the Board of Directors or six months after such event.