X0304 4 2012-03-19 0000018937 CERADYNE INC CRDN 0001268643 WALDAL JEFFREY J 3169 RED HILL AVENUE COSTA MESA CA 92626 1 Vice President Common Stock 2012-03-19 4 M 0 400 0 A 721 D Common Stock 2012-03-19 4 F 0 157 31.78 D 564 D Common Stock 2012-03-19 4 M 0 800 0 A 1364 D Common Stock 2012-03-19 4 F 0 329 31.78 D 1035 D Common Stock 2012-03-19 4 M 0 1667 0 A 2702 D Common Stock 2012-03-19 4 F 0 721 31.78 D 1981 D Common Stock 2012-03-19 4 M 0 800 0 A 2781 D Common Stock 2012-03-19 4 F 0 329 31.78 D 2452 D Common Stock 2634 I By 401(k) Plan Trust Common Stock 251 I Non-qualified Deferred Compensation Plan Restricted Stock Units 2012-03-19 4 M 0 400 0 D 2012-03-19 Common Stock 400 0 D Restricted Stock Units 2012-03-19 4 M 0 800 0 D 2014-03-19 Common Stock 800 1600 D Restricted Stock Units 2012-03-19 4 M 0 1667 0 D 2013-03-19 Common Stock 1667 1667 D Restricted Stock Units 2012-03-19 4 M 0 800 0 D 2016-03-19 Common Stock 800 3200 D No shares were sold. These 157 shares represent amounts withheld and applied to the payroll tax withholding liability of the recipient generated by the vesting of the award. No shares were sold. These 329 shares represent amounts withheld and applied to the payroll tax withholding liability of the recipient generated by the vesting of the award. No shares were sold. These 721 shares represent amounts withheld and applied to the payroll tax withholding liability of the recipient generated by the vesting of the award. Includes additional shares acquired through a matching contribution by the Company in connection with the Ceradyne 401(k) Plan. Includes shares acquired through a matching contribution by the Company in connection with the Non-Qualified Deferred Compensation Plan. Each Restricted Stock Unit represents the contingent right to receive one share of common stock. This Award vests as to 400 units on each of 03/19/2008, 03/19/2009, 03/19/2010, 03/19/2011 and 03/19/2012. This Award vests as to 800 units on each of March 19, 2010, March 19, 2011, March 19, 2012, March 19, 2013 and March 19, 2014. This Award vests as to 1,666 shares on March 19, 2011 and as to 1,667 shares on both March 19, 2012 and March 19, 2013. This Award vests as to 800 shares on each of March 19, 2012, March 19, 2013, March 19, 2014, March 19, 2015 and March 19, 2016. /s/ Jerrold J. Pellizzon, attorney-in-fact for Mr. Waldal 2012-03-21