BELDEN INC. — Director's Dealing 2014

May 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: BLOOMFIELD KEVIN L (SVP, Secretary & Gen. Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-05	Common Stock	M	5600	$25.805	Acquired	20768	Direct
2014-05-05	Common Stock	D	3199	$72.39	Disposed	17569	Direct
2014-05-05	Common Stock	M	8600	$47.705	Acquired	26169	Direct
2014-05-05	Common Stock	D	6646	$72.39	Disposed	19523	Direct
2014-05-05	Common Stock	M	11700	$40.96	Acquired	31223	Direct
2014-05-05	Common Stock	D	8963	$72.39	Disposed	22260	Direct
2014-05-05	Common Stock	M	24000	$11.92	Acquired	46260	Direct
2014-05-05	Common Stock	D	13565	$72.39	Disposed	32695	Direct
2014-05-05	Common Stock	M	23459	$21.70	Acquired	56154	Direct
2014-05-05	Common Stock	D	14909	$72.39	Disposed	41245	Direct
2014-05-06	Common Stock	S	26077	$71.9382	Disposed	15168	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-05	Stock Appreciation Rights	$25.805	M	5600	Disposed	2016-02-22	Common Stock (5600)	Direct
2014-05-05	Stock Appreciation Rights	$47.705	M	8600	Disposed	2017-02-21	Common Stock (8600)	Direct
2014-05-05	Stock Appreciation Rights	$40.96	M	11700	Disposed	2018-02-20	Common Stock (11700)	Direct
2014-05-05	Stock Appreciation Rights	$11.92	M	24000	Disposed	2019-02-24	Common Stock (24000)	Direct
2014-05-05	Stock Appreciation Rights	$21.70	M	23459	Disposed	2020-02-22	Common Stock (23459)	Direct

Footnotes

F1: This represents the difference between the number of SARs exercised (5,600) and the number of shares issued as a result of the exercise (2,401). 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 ($72.39) and the exercise price ($25.805). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F2: This represents the difference between the number of SARs exercised (8,600) and the number of shares issued as a result of the exercise (1,954). 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 ($72.39) and the exercise price ($47.705). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F3: This represents the difference between the number of SARs exercised (11,700) and the number of shares issued as a result of the exercise (2,737). 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 ($72.39) and the exercise price ($40.96). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F4: This represents the difference between the number of SARs exercised (24,000) and the number of shares issued as a result of the exercise (10,435). 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 ($72.39) and the exercise price ($11.92). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F5: This represents the difference between the number of SARs exercised (23,459) and the number of shares issued as a result of the exercise (8,550). 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 ($72.39) and the exercise price ($21.70). 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 $71.761 to $72.08. 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: 1,867 SARs became exercisable on February 22, 2007, 1,867 SARs became exercisable on February 22, 2008 and 1,866 SARs became exercisable on February 22, 2009.

F8: 2,867 SARs became exercisable on February 21, 2008, 2,867 SARs became exercisable on February 21, 2009 and 2,866 SARs became exercisable on February 21, 2010.

F9: 3,900 SARs became exercisable on February 20, 2009, 3,900 SARs became exercisable on February 20, 2010 and 3,900 SARs became exercisable on February 20, 2011.

F10: 8,000 SARs became exercisable on February 24, 2010 and 8,000 SARs became exercisable on February 24, 2011 and 8,000 SARs became exercisable on February 24, 2012.

F11: 7,820 SARs became exercisable on February 22, 2011, 7,820 SARs became exercisable on February 22, 2012 and 7,819 became exercisable on February 22, 2013.