BELDEN INC. — Director's Dealing 2016

Sep 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2016-09-09

Reporting Person: Zink Doug (VP and CAO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-09	Depositary Shares	$	P	115	Acquired	2019-07-15	Common Stock (152.375)	Direct

Footnotes

F1: Each Depositary Share represents a 1/100th interest in a share of Belden Inc.'s 6.75% Series B Mandatory Convertible Preferred Stock.

F2: The conversion price of the Preferred Stock on the mandatory conversion date (July 15, 2019) is dependent upon the average market value of the Common Stock for a period of time prior to the mandatory conversion date as set forth in the Pricing Term Sheet filed with the SEC as a Free Writing Prospectus on July 20, 2016. The Preferred Stock automatically converts into Common Stock on July 15, 2019, but holders may elect to convert shares of the Preferred Stock into Common Stock at any time prior to such date at a conversion price of 120.46 shares of Common Stock per share of the Preferred Stock.

F3: This represents 1.15 shares of the Preferred Stock.

F4: See note (2). If the average market value of the Common Stock during the period of time indicated in note (2) prior to the mandatory conversion date were $63.74 per share (the closing price on September 9, 2016), each share of the Preferred Stock would convert into 132.50 shares of Common Stock.