BALCHEM CORP — Director's Dealing 2018

Feb 21, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BALCHEM CORP (BCPC)
CIK: 0000009326
Period of Report: 2018-02-15

Reporting Person: Harris Theodore L (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-15	Common Stock	A	4690	—	Acquired	31544	Direct
2018-02-15	Common Stock	A	6450	—	Acquired	37994	Direct
2018-02-15	Common Stock	F	3152	$74.57	Disposed	34842	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-15	Stock Option	$74.57	A	18800	Acquired	2028-02-15	Common Stock (18800)	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: Acquired upon the settlement of performance shares granted on February 19, 2018 based upon a predetermined EBITDA performance target and total shareholder return against the Russell 2000 Index over a three-year period under the Company's Second Amended and Restated 1999 Stock Plan (as amended and restated effective June 20, 2013) as a result of the satisfaction of those performance criteria.

F3: 3,152 of the 6,450 shares that vested February 15, 2018 were withheld to cover withholding taxes due upon vesting.

F4: Options vest 20% year 1; 40% year 2; and 40% year 3.