BELDEN INC. — Director's Dealing 2014

May 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2014-05-02

Reporting Person: Norman John S (VP, Finance - M&A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-02	Common Stock	M	6300	$40.96	Acquired	26561	Direct
2014-05-02	Common Stock	D	4460	$72.92	Disposed	22101	Direct
2014-05-02	Common Stock	M	5000	$11.92	Acquired	27101	Direct
2014-05-02	Common Stock	D	2552	$72.92	Disposed	24549	Direct
2014-05-05	Common Stock	S	4288	$72.13	Disposed	20261	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-02	Stock Appreciation Rights	$40.96	M	6300	Disposed	2018-02-20	Common Stock (6300)	Direct
2014-05-02	Stock Appreciation Rights	$11.92	M	5000	Disposed	2019-02-24	Common Stock (5000)	Direct

Footnotes

F1: This represents the difference between the number of SARs exercised (6,300) and the number of shares issued as a result of the exercise (1,840). 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 ($72.92) and the exercise price ($40.96). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F2: This represents the difference between the number of SARs exercised (5,000) and the number of shares issued as a result of the exercise (2,448). 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 ($72.92) and the exercise price ($11.92). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F3: 2,100 SARs became exercisable on February 20, 2009, 2,100 SARs became exercisable on February 20, 2010 and 2,100 SARs became exercisable on February 20, 2011.