BALCHEM CORP filed this 4/A on April 11, 2025
BALCHEM CORP (Form: 4/A, Received: 04/11/2025 18:18:52)
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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)
VP & Chief Accounting Officer
(Last)          (First)          (Middle)

C/O BALCHEM CORPORATION, 5 PARAGON DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/12/2025
(Street)

MONTVALE, NJ 07645
4. If Amendment, Date Original Filed (MM/DD/YYYY)

2/14/2025 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/12/2025  A  550 (1)A$0 5,228 D  
Common Stock 2/13/2025  A  2,067 (2)A$0 7,295 D  
Common Stock 2/13/2025  F  1,073 (3)D$163.14 6,222 D  
Common Stock         172 I 401(k) Plan 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option $159.18 2/12/2025  A   1,800     (4)2/12/2035 Common Stock 1,800 $0 1,800 D  

Explanation of Responses:
(1) Ownership of restricted stock vests in Reporting Person ratably over a 3 year period (25% on the first anniversary of the grant date, 25% on the second anniversary of the grant date, and 50% on the third anniversary of the grant date), subject to restrictions on transfer in accordance with the provisions of a Restricted Stock Grant Agreement between the Issuer and the Reporting Person.
(2) Represents the vesting of performance stock units (includes 34 dividend equivalent shares) for the 2022-2024 performance period.
(3) 1,073 of the 2,067 performance stock units that vested on February 13, 2025 were withheld to cover tax requirement due upon vesting.
(4) Options vest 20% Year 1; 40% Year 2: and 40% Year 3.

Remarks:
This Form 4/A amends and restates the original Form 4 filed on February 14, 2025, which inadvertently noted the vesting period for restricted stock as 3 years from the grant date, instead of a ratable vesting over a 3-year period.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Backus William A.
C/O BALCHEM CORPORATION
5 PARAGON DRIVE
MONTVALE, NJ 07645


VP & Chief Accounting Officer

Signatures
/s/ Travis Larsen, Attorney in Fact for William A Backus4/11/2025
**Signature of Reporting PersonDate


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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