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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option | $ 84.09 | 02/13/2019 | A | 28,300 | (4) | 02/13/2029 | Common Stock | 28,300 | $ 0 | 37,316 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Harris Theodore L C/O BALCHEM CORPORATION 52 SUNRISE PARK ROAD NEW HAMPTON, NY 10958 |
President & CFO |
/s/ Theodore L Harris, by Attorney in Fact, Mark Stach | 02/15/2019 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 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. |
(2) | 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. |
(3) | 2,552 of the 5,128 shares that vested February 13, 2019 were withheld to cover withholding taxes due upon vesting. |
(4) | Options vest 20% year 1; 40% year 2; and 40% year 3. |