BELDEN INC. — Director's Dealing 2014

Dec 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2014-12-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-21	Common Stock	G	1345	$0.00	Disposed	78108	Direct
2014-03-21	Common Stock	G	596	$0.00	Disposed	77512	Direct
2014-12-10	Common Stock	M	82653	$21.70	Acquired	160165	Direct
2014-12-10	Common Stock	D	51195	$80.74	Disposed	108970	Direct
2014-12-10	Common Stock	M	47870	$35.79	Acquired	156840	Direct
2014-12-10	Common Stock	D	33999	$80.74	Disposed	122841	Direct
2014-12-11	Common Stock	S	31458	$81.0356	Disposed	91383	Direct
2014-12-11	Common Stock	S	13871	$81.2944	Disposed	77512	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-10	Stock Appreciation Rights	$21.70	M	82653	Disposed	2020-02-22	Common Stock (82653)	Direct
2014-12-10	Stock Appreciation Rights	$35.79	M	47870	Disposed	2021-03-02	Common Stock (47870)	Direct

Footnotes

F1: On March 21, 2014, Mr. Stroup gifted 1,345 shares to a charitable organization.

F2: On March 21, 2014, Mr. Stroup gifted 596 shares to a charitable organization.

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

F4: This represents the difference between the number of SARs exercised (82,653) and the number of shares issued as a result of the exercise (31,458). 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 ($80.74) and the exercise price ($21.70). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F5: This represents the difference between the number of SARs exercised (47,870) and the number of shares issued as a result of the exercise (13,871). 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 ($80.74) and the exercise price ($35.79). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F6: The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on May 10, 2013.

F7: This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $80.47 to $81.60. 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.

F8: This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $80.74 to $81.55. 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.