SEC Form 4 · accession 0001140361-18-009173
BALCHEM CORP · BALCHEM CO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William A. Backus
Officer — Chief Accounting Officer
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 6:57 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000009326
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 15, 2018 | A | 910 | $0.00 | A | 17,904 | D | |
| Common StockF2 | Feb 15, 2018 | A | 2,643 | $0.00 | A | 20,547 | D | |
| Common StockF3 | Feb 15, 2018 | F | 1,345 | $74.57 | D | 19,202 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF4 | $74.57 | Feb 15, 2018 | A | 3,650 | A | — | Feb 15, 2028 | Common Stock | 3,650 | 3,650 | D |
Explanation of responses
- F1Ownership 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.
- F2Acquired 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.
- F31,345 of the 2,643 shares that vested February 15, 2018 were withheld to cover withholding taxes due upon vesting.
- F4Options vest 20% year 1; 40% year 2; and 40% year 3.