BELDEN INC. — Director's Dealing 2012

Feb 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2012-02-13

Reporting Person: Norman John S (VP, Controller & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	Common Stock	M	5000	$19.145	Acquired	22816	Direct
2012-02-13	Common Stock	S	100	$39.28	Disposed	22716	Direct
2012-02-13	Common Stock	S	1800	$39.29	Disposed	20916	Direct
2012-02-13	Common Stock	S	100	$39.30	Disposed	20816	Direct
2012-02-13	Common Stock	S	500	$39.31	Disposed	20316	Direct
2012-02-13	Common Stock	S	100	$39.32	Disposed	20216	Direct
2012-02-13	Common Stock	S	500	$39.33	Disposed	19716	Direct
2012-02-13	Common Stock	S	1700	$39.35	Disposed	18016	Direct
2012-02-13	Common Stock	S	200	$39.36	Disposed	17816	Direct
2012-02-13	Common Stock	M	4600	$25.805	Acquired	22416	Direct
2012-02-13	Common Stock	D	3590	$39.50	Disposed	18826	Direct
2012-02-13	Common Stock	M	2000	$21.70	Acquired	20826	Direct
2012-02-13	Common Stock	D	1407	$39.50	Disposed	19419	Direct
2012-02-15	Common Stock	S	103	$39.31	Disposed	19316	Direct
2012-02-15	Common Stock	S	500	$39.32	Disposed	18816	Direct
2012-02-15	Common Stock	S	1000	$39.33	Disposed	17816	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-13	Stock Options	$19.145	M	5000	Disposed	2015-05-19	Common Stock (5000)	Direct
2012-02-13	Stock Appreciation Rights	$25.805	M	4600	Disposed	2016-02-22	Common Stock (4600)	Direct
2012-02-13	Stock Appreciation Rights	$21.70	M	2000	Disposed	2020-02-22	Common Stock (2000)	Direct

Footnotes

F1: This represents the difference between the number of SARs exercised (4,600) and the number of shares issued as a result of the exercise (1,010). 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 ($39.50) and the exercise price ($25.805). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F2: This represents the difference between the number of SARs exercised (2,000) and the number of shares issued as a result of the exercise (593). 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 ($39.50) and the exercise price ($21.70). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F3: One-third of the options vested on the first (05/19/2006), second (05/19/2007), and third (05/19/2008) anniversaries of the grant.

F4: 1,534 SARs became exercisable on February 22, 2007, 1,533 SARs became exercisable on February 22, 2008 and 1,533 SARs became exercisable on February 22, 2009.

F5: 5,456 SARs, of which 2,000 were exercised, became exercisable on February 22, 2011. The remaining 10,910 SARs are scheduled to become exercisable in equal installments on February 22, 2012 and February 22, 2013.