BELDEN INC. — Director's Dealing 2014

Feb 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2014-02-10

Reporting Person: Norman John S (VP, Finance - Broadcast)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-10	Common Stock	M	6400	$47.705	Acquired	23682	Direct
2014-02-10	Common Stock	D	5244	$66.99	Disposed	18438	Direct
2014-02-10	Common Stock	M	5000	$11.92	Acquired	23438	Direct
2014-02-10	Common Stock	D	2254	$66.99	Disposed	21184	Direct
2014-02-11	Common Stock	S	3902	$66.67	Disposed	17282	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-10	Stock Appreciation Rights	$47.705	M	6400	Disposed	2017-02-21	Common Stock (6400)	Direct
2014-02-10	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 (6,400) and the number of shares issued as a result of the exercise (1,156). 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 ($66.99) and the exercise price ($47.705). 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 (2,746). 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 ($66.99) and the exercise price ($11.92). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F3: 2,134 SARs became exercisable on February 21, 2008, 2,134 SARs became exercisable on February 21, 2009 and 2,132 SARs became exercisable on February 21, 2010.