BALCHEM CORP — Director's Dealing 2019

Feb 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BALCHEM CORP (BCPC)
CIK: 0000009326
Period of Report: 2019-02-13

Reporting Person: Backus William A. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-13	Common Stock	A	3840	—	Acquired	17408	Direct
2019-02-13	Common Stock	A	1427	—	Acquired	18835	Direct
2019-02-13	Common Stock	F	761	$84.09	Disposed	18074	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-13	Stock Option	$84.09	A	3900	Acquired	2029-02-12	Common Stock (3900)	Direct

Footnotes

F1: Ownership of the restricted stock does not vest in Reporting person until three 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 22, 2016 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: 750 of the 1,405 shares that vested February 13, 2019 were withheld to cover withholding taxes due upon vesting.

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