BELDEN INC. — Director's Dealing 2017

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2017-02-17

Reporting Person: Gusenleitner Christoph (EVP, Industrial Connectivity)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Common Stock	M	12000	$39.83	Acquired	21332	Direct
2017-02-17	Common Stock	D	9147	$72.785	Disposed	12185	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-17	Stock Appreciation Rights	$39.83	M	12000	Disposed	2022-02-27	Common Stock (12000)	Direct

Footnotes

F1: This represents the difference between the number of SARs exercised (12,000) and the number of shares issued as a result of the exercise (2,853). 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 ($72.785) and the exercise price ($39.83). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F2: From the original grant of 22,550 SARs, 7,517 became exercisable on February 27, 2013. 7,517 SARs will become exercisable on February 27, 2014 and 7,516 SARs will become exercisable on February 27, 2015.