BELDEN INC. — Director's Dealing 2017

Feb 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2017-02-15

Reporting Person: Pennycook Glenn (EVP, Enterprise Connectivity)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-15	Common Stock	M	13190	$21.70	Acquired	18343	Direct
2017-02-15	Common Stock	D	6884	$73.185	Disposed	11459	Direct
2017-02-17	Common Stock	S	6306	$72.8591	Disposed	5153	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-15	Stock Appreciation Rights	$21.70	M	13190	Disposed	2020-02-22	Common Stock (13190)	Direct

Footnotes

F1: This represents the difference between the number of SARs exercised (13,190) and the number of shares issued as a result of the exercise (6,306). 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 ($73.185) and the exercise price ($21.70). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F2: This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $72.74 to $73.01. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.

F3: 4,397 SARs became exercisable on February 22, 2011, 4,397 SARs became exercisable on February 22, 2012 and 4,396 SARs became exercisable on February 22, 2013.