BELDEN INC. — Director's Dealing 2013

Sep 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2013-09-19

Reporting Person: Stroup John S (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-19	Common Stock	M	67800	$11.92	Acquired	116775	Direct
2013-09-19	Common Stock	D	38927	$65.56	Disposed	77848	Direct
2013-09-20	Common Stock	S	28873	$64.728	Disposed	48975	Direct
2013-09-19	Common Stock	M	107400	$47.705	Acquired	107400	Indirect
2013-09-19	Common Stock	D	92176	$65.56	Disposed	15224	Indirect
2013-09-20	Common Stock	S	15224	$64.9756	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-19	Stock Appreciation Rights	$11.92	M	67800	Disposed	2019-02-24	Common Stock (67800)	Direct
2013-09-19	Stock Appreciation Rights	$47.705	M	107400	Disposed	2017-02-21	Common Stock (107400)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	86555	Indirect
Common Stock	4063	Indirect

Footnotes

F1: The exercise reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on May 10, 2013.

F2: This represents the difference between the number of SARs exercised (67,800) and the number of shares issued as a result of the exercise (28,873). 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 ($65.56) and the exercise price ($11.92). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F3: The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on May 10, 2013.

F4: This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $64.27 to $65.22. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.

F5: This represents the difference between the number of SARs exercised (107,400) and the number of shares issued as a result of the exercise (15,224). 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 ($65.56) and the exercise price ($47.705). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F6: This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $64.69 to $65.60. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.

F7: 55,934 SARs became exercisable on February 24, 2010, 55,933 SARs became exercisable on February 24, 2011 and 55,933 SARs became exercisable on February 24, 2012.

F8: 35,800 SARs became exercisable on February 21, 2008, 35,800 SARs became exercisable on February 21, 2009 and 35,800 SARs became exercisable on February 21, 2010.