BELDEN INC. — Director's Dealing 2014

Mar 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Trivedi Dhrupad (President, Industrial IT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-03	Common Stock	M	3770	$35.83	Acquired	5159	Direct
2014-03-03	Common Stock	D	2608	$70.495	Disposed	2551	Direct
2014-03-04	Common Stock	S	1162	$72.0466	Disposed	1389	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-03	Stock Appreciation Rights	$35.83	M	3770	Disposed	2021-03-01	Common Stock (3770)	Direct

Footnotes

F1: The exercise reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Trivedi on February 15, 2013.

F2: This represents the difference between the number of SARs exercised (3,770) and the number of shares issued as a result of the exercise (1,162). 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 ($70.495) and the exercise price ($35.83). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F3: The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Trivedi on February 15, 2013.