BELDEN INC. — Director's Dealing 2019

Mar 6, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BELDEN INC. (BDC)
CIK: 0000913142
Period of Report: 2019-02-28

Reporting Person: Pennycook Glenn (EVP, Enterprise Solutions)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-28	Common Stock	A	2743	$0.00	Acquired	25537	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-28	Stock Appreciation Rights	$61.79	A	7424	Acquired	2029-02-28	Common Stock (7424)	Direct

Footnotes

F1: Represents a grant of RSUs granted by the Company's Compensation Committee on February 28, 2019. The RSUs will vest on February 28, 2022. Additional terms apply in the event of the holder's termination, death, disability or retirement.

F2: The Stock Appreciation Rights (SARs) were issued at the closing price of the Company's stock on February 28, 2019 ($61.79). 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.