BELDEN INC. — Director's Dealing 2014

Feb 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2014-02-27

Reporting Person: Trivedi Dhrupad (President, Industrial IT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-27	Common Stock	M	6494	$39.83	Acquired	7883	Direct
2014-02-27	Common Stock	D	4693	$71.51	Disposed	3190	Direct
2014-02-28	Common Stock	S	712	$72.08	Disposed	2478	Direct
2014-02-28	Common Stock	S	300	$72.07	Disposed	2178	Direct
2014-02-28	Common Stock	S	100	$72.06	Disposed	2078	Direct
2014-02-28	Common Stock	S	401	$72.05	Disposed	1677	Direct
2014-02-28	Common Stock	S	200	$72.04	Disposed	1477	Direct
2014-02-28	Common Stock	S	88	$72.03	Disposed	1389	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-27	Stock Appreciation Rights	$39.83	M	6494	Disposed	2022-02-27	Common Stock (6494)	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 (6,494) and the number of shares issued as a result of the exercise (1,801). 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 ($71.51) and the exercise price ($39.83). 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.