AMPHENOL CORP /DE/ — Director's Dealing 2016

May 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMPHENOL CORP /DE/ (APH)
CIK: 0000820313
Period of Report: 2016-05-25

Reporting Person: NORWITT RICHARD ADAM (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-25	Class A Common Stock	M	145000	$16.005	Acquired	145992	Direct
2016-05-25	Class A Common Stock	S	145000	$57.6985	Disposed	992	Direct
2016-05-25	Class A Common Stock	M	145000	$16.005	Acquired	145992	Direct
2016-05-25	Class A Common Stock	S	40259	$57.7161	Disposed	105733	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-25	Stock Option	$16.005	M	145000	Disposed	2019-05-20	Class A Common Stock (145000)	Direct
2016-05-25	Stock Option-Trust	$16.005	M	145000	Disposed	2019-05-20	Class A Common Stock (145000)	Indirect
2016-05-26	Stock Option	$57.99	A	650000	Acquired	2026-05-26	Class A Common Stock (650000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $57.60 to $57.90.

F2: The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: This transaction was executed in multiple trades at prices ranging from $57.65 to $57.781.

F4: Date Exercisable: 20% per year over a five-year period commencing on the first anniversary of date of grant.