BELDEN INC. — Director's Dealing 2014

Feb 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2014-02-12

Reporting Person: Gusenleitner Christoph (EVP, Industrial Connectivity)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-12	Common Stock	M	6000	$35.83	Acquired	14900	Direct
2014-02-12	Common Stock	D	4440	$68.04	Disposed	10460	Direct
2014-02-13	Common Stock	S	1560	$67.8636	Disposed	8900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-12	Stock Appreciation Rights	$35.83	M	6000	Disposed	2021-03-01	Common Stock (6000)	Direct

Footnotes

F1: This represents the difference between the number of SARs exercised (6,000) and the number of shares issued as a result of the exercise (1,560). 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 ($68.04) and the exercise price ($35.83). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F2: From the original grant of 19,200 SARs, 6,400 vested on March 1, 2012, 6,400 vested on March 1, 2013 and 6,400 will vest on March 1, 2014.