BELDEN INC. — Director's Dealing 2013

Sep 16, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2013-09-13

Reporting Person: Gusenleitner Christoph (EVP, Industrial Connectivity)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-13	Common Stock	M	5503	$27.78	Acquired	14403	Direct
2013-09-13	Common Stock	D	3841	$63.595	Disposed	10562	Direct
2013-09-13	Common Stock	M	2800	$35.83	Acquired	13362	Direct
2013-09-13	Common Stock	D	2145	$63.595	Disposed	11217	Direct
2013-09-16	Common Stock	S	2317	$64.20	Disposed	8900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-13	Stock Appreciation Rights	$27.78	M	5503	Disposed	2020-04-01	Common Stock (5503)	Direct
2013-09-13	Stock Appreciation Rights	$35.83	M	2800	Disposed	2021-03-01	Common Stock (2800)	Direct

Footnotes

F1: This represents the difference between the number of SARs exercised (5,503) and the number of shares issued as a result of the exercise (1,662). 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 ($63.595) and the exercise price ($27.78). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F2: This represents the difference between the number of SARs exercised (2,800) and the number of shares issued as a result of the exercise (655). 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 ($63.595) and the exercise price ($35.83). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F3: 8,501 SARs became exercisable on April 1, 2011, 8,501 SARs became exercisable on April 1, 2012 and 8,501 SARs became exercisable on April 1, 2013.

F4: 6,400 SARs became exercisable on March 1, 2012, 6,400 SARs became exercisable on March 1, 2013 and 6,400 SARs will become exercisable on March 1, 2014.