AMPHENOL CORP /DE/ — Director's Dealing 2014

Jan 15, 2014

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: AMPHENOL CORP /DE/ (APH)
CIK: 0000820313
Period of Report: 2013-12-31

Reporting Person: Clark Stanley L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-01	Phantom Stock	$0	A	12.79	Acquired		Class A Common Stock (12.79)	Direct
2013-07-01	Phantom Stock	$0	A	11.89	Acquired		Class A Common Stock (11.89)	Direct
2013-10-01	Phantom Stock	$0	A	11.07	Acquired		Class A Common Stock (11.07)	Direct
2014-01-02	Phantom Stock	$0	A	21.48	Acquired		Class A Common Stock (21.48)	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.