X0303 4 2011-03-21 0000018937 CERADYNE INC CRDN 0001216888 REED DAVID P 3169 RED HILL AVENUE COSTA MESA CA 92626 1 President, North American Oper Common Stock 2011-03-21 4 M 0 700 0 A 9995 D Common Stock 2011-03-21 4 F 0 298 43.01 D 9697 D Common Stock 2011-03-21 4 M 0 3000 0 A 12697 D Common Stock 2011-03-21 4 F 0 1384 43.01 D 11313 D Common Stock 2011-03-21 4 M 0 5000 0 A 16313 D Common Stock 2011-03-21 4 F 0 2339 43.01 D 13974 D Common Stock 1382 I By 401(k) Plan Trust Common Stock 29 I Non-qualified Deferred Compensation Plan Restricted Stock Units 2011-03-21 4 M 0 700 0 D 2012-03-19 Common Stock 700 700 D Restricted Stock Units 2011-03-21 4 M 0 3000 0 D 2014-03-19 Common Stock 3000 9000 D Restricted Stock Units 2011-03-21 4 M 0 5000 0 D 2013-03-19 Common Stock 5000 10000 D No shares were sold. These 298 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 1,384 shares represent amounts withheld and applied to the payroll tax withholding liability of the recipient generaged by the vesting of the Award. No shares were sold. These 2,339 shares represent amounts withheld and applied to the payroll tax withholding liability of the recipient generated by the vesting of the Award. Each Restricted Stock Unit represents the contingent right to receive one share of common stock. This Award vests as to 700 shares on each of March 19, 2008, March 19, 2009, March 19, 2010, March 19, 2011 and March 19, 2012. This Award vests as to 3,000 shares on each of March 19, 2010, March 19, 2011, March 19, 2012, March 19, 2013 and March 19, 2014. This Award vests as to 5,000 shares on each of March 19, 2011, March 19, 2012 and March 19, 2013. /s/ Jerrold J. Pellizzon, attorney-in-fact for Mr. Reed 2011-03-23