Sec Form 4 Filing - Stroup John S @ BELDEN INC. - 2013-05-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Stroup John S
2. Issuer Name and Ticker or Trading Symbol
BELDEN INC. [ BDC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
7733 FORSYTH BOULEVARD, SUITE 800
3. Date of Earliest Transaction (MM/DD/YY)
05/16/2013
(Street)
ST. LOUIS, MO63105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/16/2013 M( 1 ) 26,580 A $ 19.93 80,758 D
Common Stock 05/16/2013 S( 2 ) 26,580 D $ 55 54,178 D
Common Stock 05/16/2013 M( 1 ) 100,000 A $ 25.805 154,178 I By Barry-Wehmiller Trust
Common Stock 05/16/2013 D 72,526 ( 3 ) D $ 54.655 81,652 I By Barry-Wehmiller Trust
Common Stock 05/17/2013 S( 2 ) 27,474 D $ 55.0727 ( 4 ) 54,178 I By Barry-Wehmiller Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $ 19.93 05/16/2013 M( 1 ) 26,580 ( 5 ) 10/31/2015 Common Stock 26,580 $ 0 0 D
Stock Appreciation Rights $ 25.805 05/16/2013 M( 1 ) 100,000 ( 6 ) 02/22/2016 Common Stock 100,000 $ 0 13,600 I By Barry-Wehmiller Trust
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stroup John S
7733 FORSYTH BOULEVARD, SUITE 800
ST. LOUIS, MO63105
X President and CEO
Signatures
/s/ Brian E. Anderson, attorney-in-fact for John S. Stroup 05/17/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The exercise reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on August 12, 2011.
( 2 )The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on August 12, 2011.
( 3 )This represents the difference between the number of SARs exercised (100,000) and the number of shares issued as a result of the exercise (27,474). 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 ($54.655) and the exercise price ($25.805). Additional shares are then withheld to satisfy the Company's tax withholding obligations.
( 4 )This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $54.80 to $55.4095. 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.
( 5 )One-third of the original grant of 351,580 stock options vested on the first (10/31/2006), second (10/31/2007), and third (10/31/2008) anniversaries of the grant.
( 6 )From the original grant of 113,600 SARs, 37,867 became exercisable on February 22, 2007, 37,867 became exercisable on February 22, 2008 and 37,866 became exercisable on February 22, 2009.

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