BALCHEM CORP — Director's Dealing 2012

Mar 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BALCHEM CORP (BCPC)
CIK: 0000009326
Period of Report: 2012-02-28

Reporting Person: ROSSI DINO A (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-28	Common Stock	A	14585	—	Acquired	137507	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-28	Employee Stock Option (right to buy)	$29.06	A	45672	Acquired	2022-02-28	Common Stock (0)	Direct

Footnotes

F1: Ownership of the restricted stock does not vest in Reporting person until four years from the grant date and is further subject to restrictions on transfer in accordance with the provisions of a Restricted Stock Grant Agreement between the Issuer and the Reporting Person.

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. Rossi in his 401(k)/profit sharing account.

F3: Options vest 20% year 1; 40% year 2; and 40% year 3