Sec Form 4/A Filing - Backus William A. @ BALCHEM CORP - 2021-02-11

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FORM 4/A
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
Backus William A.
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 Accounting Officer
(Last) (First) (Middle)
C/O BALCHEM CORPORATION, 52 SUNRISE PARK ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/11/2021
(Street)
NEW HAMPTON, NY10958
4. If Amendment, Date Original Filed (MM/DD/YY)
02/16/2021
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 02/11/2021 A 1,470 ( 1 ) A $ 0 18,861 D
Common Stock 02/11/2021 A 1,924 ( 2 ) A $ 0 20,785 D
Common Stock 02/11/2021 F 988 ( 3 ) D $ 119.13 19,797 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
Stock Option $ 119.13 02/11/2021 A 2,300 ( 4 ) 02/11/2031 Common Stock 2,300 $ 0 47,928 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Backus William A.
C/O BALCHEM CORPORATION
52 SUNRISE PARK ROAD
NEW HAMPTON, NY10958
Chief Accounting Officer
Signatures
/s/ William A. Backus, by Attorney in Fact, Mark Stach 03/04/2021
Signature of Reporting Person Date
Explanation of Responses:
( 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 Company and the reporting person.
( 2 )Acquired upon the settlement of performance shares granted on February 15, 2018 based upon a predetermined EBITDA performance target and total shareholder return against the Russell 2000 Index over a three-year period as a result of the satisfaction of those performance criteria.
( 3 )988 of the 1,924 shares that vested February 11, 2021 were withheld to cover withholding taxes due upon vesting.
( 4 )Options vest 20% Year 1; 40% Year 2; and 40% Year 3.

Remarks:
The Form 4 as originally filed erroneously reported the number of shares of restricted stock granted. This amendment is being filed to report the correct number of shares of restricted stock granted to the reporting person on February 11, 2021 and to correct the amount of securities beneficially owned in connection with the previously reported transactions.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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