BALCHEM CORP — Director's Dealing 2012

Dec 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BALCHEM CORP (BCPC)
CIK: 0000009326
Period of Report: 2012-12-10

Reporting Person: FITZPATRICK FRANK (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-10	Common Stock	F	2761	$35.89	Disposed	50782	Direct

Footnotes

F1: On December 10, 2008, the Company granted 6,000 restricted shares under the Company's Management Long Term Incentive Program. The stock was subject to a repurchase option in favor of the Issuer and to restrictions on transfer until it vested in accordance with the provisions of the Restricted Stock Purchase Agreement on December 10, 2012. 2,761 of the 6,000 shares that vested December 10, 2012 were withheld to cover withholding taxes due upon vesting.

F2: This filing amends the "Amount of Securities Beneficially Owned Following Reported Transaction" to include the most current amount of shares owned directly by Mr. Fitzpatrick in his 401(k)/profit sharing account.