BELDEN INC. — Director's Dealing 2013

Sep 10, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2013-09-06

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-30	Common Stock	G	442	$0.00	Disposed	53736	Direct
2013-08-30	Common Stock	G	884	$0.00	Disposed	52852	Direct
2013-08-30	Common Stock	G	2208	$0.00	Disposed	50644	Direct
2013-09-06	Common Stock	G	1669	$0.00	Disposed	48975	Direct
2013-09-06	Common Stock	M	83600	$40.96	Acquired	132575	Direct
2013-09-06	Common Stock	D	69817	$59.95	Disposed	62758	Direct
2013-09-06	Common Stock	M	50000	$11.92	Acquired	112758	Direct
2013-09-06	Common Stock	D	29150	$59.95	Disposed	83608	Direct
2013-09-09	Common Stock	S	34633	$61.1559	Disposed	48975	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-09-06	Stock Appreciation Rights	$40.96	M	83600	Disposed	2018-02-20	Common Stock (83600)	Direct
2013-09-06	Stock Appreciation Rights	$11.92	M	50000	Disposed	2019-02-24	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4063	Indirect
Common Stock	86555	Indirect

Footnotes

F1: On August 30, 2013, Mr. Stroup gifted 442 shares to a charitable organization.

F2: On August 30, 2013, Mr. Stroup gifted 884 shares to a charitable organization.

F3: On August 30, 2013, Mr. Stroup gifted 2,208 shares to a charitable organization.

F4: On September 6, 2013, Mr. Stroup gifted 1,669 shares to a charitable organization.

F5: The exercise reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on May 10, 2013.

F6: This represents the difference between the number of SARs exercised (83,600) and the number of shares issued as a result of the exercise (13,783). 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 ($59.95) and the exercise price ($40.96). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F7: This represents the difference between the number of SARs exercised (50,000) and the number of shares issued as a result of the exercise (20,850). 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 ($59.95) and the exercise price ($11.92). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F8: The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on May 10, 2013.

F9: This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $60.97 to $61.271. 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.

F10: 27,867 SARs became exercisable on February 20, 2009, 27,867 SARs became exercisable on February 20, 2010 and 27,866 SARs became exercisable on February 20, 2011.

F11: 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.