BELDEN INC. — Director's Dealing 2012

Oct 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2012-10-01

Reporting Person: Biegacki Steven (SVP, Global Sales & Mktg.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-01	Common Stock	A	7230	$0.00	Acquired	19653	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-01	Stock Appreciation Rights	$37.13	A	13560	Acquired	2022-10-01	Common Stock (13560)	Direct

Footnotes

F1: Represents a grant of restricted stock units (RSUs) granted by the Company's Compensation Committee on October 1, 2012. If the performance criteria of the RSUs are met, they will vest on October 1, 2017. Additional terms apply in the event of the holder's termination, death, disability or retirement.

F2: The Stock Appreciation Rights (SARs) were issued at the closing price of the Company's stock on October 1, 2012 ($37.13). They will cliff vest after five years and will expire ten years after the grant date. Upon exercise, the holder will receive in Belden stock the excess of fair market value per share at the time of exercise over the exercise price, times the number of SARs being exercised. Additional terms apply in the event of the holder's termination, death, disability or retirement.