BELDEN INC. — Director's Dealing 2012

Feb 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2012-02-10

Reporting Person: Benoist Gray G (SVP Finance and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-10	Common Stock	M	34667	$11.92	Acquired	67596	Direct
2012-02-10	Common Stock	D	18465	$39.01	Disposed	49131	Direct
2012-02-10	Common Stock	M	16817	$21.70	Acquired	65948	Direct
2012-02-10	Common Stock	D	12367	$39.01	Disposed	53581	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-10	Stock Appreciation Rights	$11.92	M	34667	Disposed	2019-02-24	Common Stock (34667)	Direct
2012-02-10	Stock Appreciation Rights	$21.70	M	16817	Disposed	2020-02-22	Common Stock (16817)	Direct

Footnotes

F1: This represents the difference between the number of SARs exercised (34,667) and the number of shares issued as a result of the exercise (16,202). 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 ($39.01) 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 (16,817) and the number of shares issued as a result of the exercise (4,450). 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 ($39.01) and the exercise price ($21.70). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F3: 17,334 SARs became exercisable on February 24, 2010 and 17,333 SARs became exercisable on February 24, 2011. The remaining 17,333 SARs will become exercisable on February 24, 2012.

F4: 16,817 SARs became exercisable on February 22, 2011. The remaining 33,632 SARs are scheduled to become exercisable in equal installments on February 22, 2012 and February 22, 2013.