BELDEN INC. — Director's Dealing 2015

Feb 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2015-02-25

Reporting Person: Pennycook Glenn (EVP, Enterprise Connectivity)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-25	Common Stock	A	2764	$0.00	Acquired	7242	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-25	Stock Appreciation Rights	$89.23	A	6351	Acquired	2025-02-25	Common Stock (6351)	Direct

Footnotes

F1: RSUs awarded pursuant to the fulfillment of performance share units awarded on March 4, 2014. RSUs will vest on February 25, 2017, and upon vesting, will be payable in Company stock (each RSU representing one share of Company stock). Additional terms apply in the event of the holder's termination, death or retirement.

F2: The Stock Appreciation Rights (SARs) were issued at the closing price of the Company's stock on February 25, 2015 ($89.23). They will vest in equal amounts over three years and will expire ten years after the grant date. Upon exercise, the holder will receive in Belden stock the excess of fair market value per share at the time of exercise over the exercise price, times the number of SARs being exercised (after tax withholding, if applicable). Additional terms apply in the event of the holder's termination, death, disability or retirement.