Sec Form 4 Filing - Coelho Mary Theresa @ BALCHEM CORP - 2018-10-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person Coelho Mary Theresa 2. Issuer Name and Ticker or Trading Symbol BALCHEM CORP [ BCPC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O BALCHEM CORPORATION, 52 SUNRISE PARK ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/26/2018 (Street) NEW HAMPTON, NY10958 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/29/2018 F 1,187 ( 1 ) D $ 96.42 2,105 ( 2 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (Right to Buy) $ 74.57 10/26/2018 A 1,132 ( 3 ) 10/26/2018 02/15/2028 Common Stock 1,132 $ 0 3,337 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Coelho Mary Theresa C/O BALCHEM CORPORATION 52 SUNRISE PARK ROAD NEW HAMPTON, NY10958 Chief Financial Officer Signatures /s/ Mary Theresa Coelho, by Attorney in Fact, Mark Stach 10/29/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Company granted 5,605 restricted shares under the Company's Long-Term Incentive Program. The shares were subject to certain restrictions under the applicable Restricted Stock Grant Agreements. 1,187 of the 3,210 shares that vested October 26, 2018 were withheld to cover withholding taxes due upon vesting. ( 2 )In connection with a Separation Agreement and General Release (SA&GR) between the Company and the reporting person, 1,050 shares previously reported as beneficially owned in connection with Restricted Stock Grant Agreements were forfeited. ( 3 )On February 15, 2018, the reporting person was granted an option to purchase 5,030 shares of common stock scheduled to vest in installments of 20%, 40%, and 40% per year over the three-year period. The option reported herein as acquired resulted from the acceleration of vesting of 22.5% of such option in connection with a SA&GR.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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