BELDEN INC. — Director's Dealing 2016

Aug 30, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2016-08-29

Reporting Person: Derksen Henk (SVP, Finance, & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-29	Common Stock	M	1800	$47.705	Acquired	20137	Direct
2016-08-29	Common Stock	D	1371	$74.31	Disposed	18766	Direct
2016-08-29	Common Stock	M	8400	$40.96	Acquired	27166	Direct
2016-08-29	Common Stock	D	5888	$74.31	Disposed	21278	Direct
2016-08-29	Common Stock	M	1868	$11.92	Acquired	23146	Direct
2016-08-29	Common Stock	D	929	$74.31	Disposed	22217	Direct
2016-08-29	Common Stock	M	13768	$21.70	Acquired	35985	Direct
2016-08-29	Common Stock	D	8695	$74.31	Disposed	27290	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-29	Stock Appreciation Rights	$47.705	M	1800	Disposed	2017-02-21	Common Stock (1800)	Direct
2016-08-29	Stock Appreciation Rights	$40.96	M	8400	Disposed	2018-02-20	Common Stock (8400)	Direct
2016-08-29	Stock Appreciation Rights	$11.92	M	1868	Disposed	2019-02-24	Common Stock (1868)	Direct
2016-08-29	Stock Appreciation Rights	$21.70	M	13768	Disposed	2020-02-22	Common Stock (13768)	Direct

Footnotes

F1: This represents the difference between the number of SARs exercised (1,800) and the number of shares issued as a result of the exercise (429). 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 ($74.31) 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 (8,400) and the number of shares issued as a result of the exercise (2,512). 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 ($74.31) and the exercise price ($40.96). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F3: This represents the difference between the number of SARs exercised (1,868) and the number of shares issued as a result of the exercise (939). 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 ($74.31) and the exercise price ($11.92). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F4: This represents the difference between the number of SARs exercised (13,768) and the number of shares issued as a result of the exercise (5,073). 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 ($74.31) and the exercise price ($21.70). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F5: 600 SARs became exercisable on February 21, 2008, 600 SARs became exercisable on February 21, 2009 and 600 SARs became exercisable on February 21, 2010.

F6: 2,800 SARs became exercisable on February 20, 2009, 2,800 SARs became exercisable on February 20, 2010 and 2,800 SARs became exercisable on February 20, 2011.

F7: 6,884 SARs became exercisable on February 22, 2012 and 6,884 SARs became exercisable on February 22, 2013.