BELDEN INC. — Director's Dealing 2011

Nov 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2011-11-02

Reporting Person: STAPLES CATHY O (SVP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-02	Common Stock	M	5167	$11.92	Acquired	51481	Direct
2011-11-02	Common Stock	D	2981	$31.90	Disposed	48500	Direct
2011-11-02	Common Stock	M	5108	$21.70	Acquired	53608	Direct
2011-11-02	Common Stock	D	4005	$31.90	Disposed	49603	Direct
2011-11-03	Common Stock	S	100	$32.934	Disposed	49503	Direct
2011-11-03	Common Stock	S	100	$32.9701	Disposed	49403	Direct
2011-11-03	Common Stock	S	400	$32.95	Disposed	49003	Direct
2011-11-03	Common Stock	S	500	$32.97	Disposed	48503	Direct
2011-11-03	Common Stock	S	1000	$32.98	Disposed	47503	Direct
2011-11-03	Common Stock	S	100	$33.00	Disposed	47403	Direct
2011-11-03	Common Stock	S	1087	$33.01	Disposed	46316	Direct
2011-11-03	Common Stock	S	2	$33.57	Disposed	46314	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-02	Stock Appreciation Rights	$11.92	M	5167	Disposed	2019-02-24	Common Stock (5167)	Direct
2011-11-02	Stock Appreciation Rights	$21.70	M	5108	Disposed	2020-02-22	Common Stock (5108)	Direct

Footnotes

F1: This represents the difference between the number of SARs exercised (5,167) and the number of shares issued as a result of the exercise (2,186). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date of exercise ($31.90) and the exercise price ($11.92). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F2: This represents the difference between the number of SARs exercised (5,108) and the number of shares issued as a result of the exercise (1,103). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date of exercise ($31.90) and the exercise price ($21.70). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F3: 5,167 SARs became exercisable on February 24, 2010 and 5,167 SARs became exercisable on February 24, 2011. The remaining 5,166 SARs will become exercisable on February 24, 2012.

F4: 5,108 SARs became exercisable on February 22, 2011. The remaining 10,216 SARs will become exercisable in equal installments on February 22, 2012 and February 22, 2013.