BALCHEM CORP — Director's Dealing 2012

Jan 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BALCHEM CORP (BCPC)
CIK: 0000009326
Period of Report: 2012-01-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-10	Common Stock	M	18000	$4.51	Acquired	150085	Direct
2012-01-10	Common Stock	S	18000	$41.5607	Disposed	132085	Direct
2012-01-11	Common Stock	M	18000	$4.51	Acquired	150085	Direct
2012-01-11	Common Stock	S	18000	$41.509	Disposed	132085	Direct
2012-01-11	Common Stock	F	9407	$41.53	Disposed	122678	Direct

Footnotes

F1: Partial exercise of a stock option grant which fully vested on December 12, 2006.

F2: Sale of shares pursuant to Rule 10b5-1 adopted on December 8, 2011.

F3: On January 11, 2008, the Company granted 20,250 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 January 11, 2012. 9,407 of the 20,250 shares that vested January 11, 2012 were withheld to cover withholding taxes due upon vesting.

F4: 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.