BELDEN INC. — Director's Dealing 2014

Mar 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2014-03-07

Reporting Person: Pennycook Glenn (EVP, Enterprise Connectivity)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-07	Common Stock	M	3000	$11.92	Acquired	7908	Direct
2014-03-07	Common Stock	D	1256	$74.35	Disposed	6652	Direct
2014-03-10	Common Stock	S	1644	$73.872	Disposed	5008	Direct
2014-03-10	Common Stock	S	100	$73.8752	Disposed	4908	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-07	Stock Appreciation Rights	$11.92	M	3000	Disposed	2019-02-24	Common Stock (3000)	Direct

Footnotes

F1: This represents the difference between the number of SARs exercised (3,000) and the number of shares issued as a result of the exercise (1,744). 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 ($74.35) and the exercise price ($11.92). Additional shares are then withheld to satisfy the Company's tax withholding obligations.