Sec Form 4 Filing - Stroup John S @ BELDEN INC. - 2015-02-13

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) 1 NORTH BRENTWOOD BOULEVARD, 15TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/13/2015 (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 02/13/2015 M( 1 ) 87,067 A $ 39.83 164,579 D Common Stock 02/13/2015 D 62,406 ( 2 ) D $ 87.38 102,173 D Common Stock 02/17/2015 S( 3 ) 24,661 D $ 87.1737 ( 4 ) 77,512 D Common Stock 02/13/2015 M( 1 ) 50,000 A $ 35.79 50,000 I By Barry-Wehmiller Trust Common Stock 02/13/2015 D 32,964 ( 5 ) D $ 87.38 17,036 I By Barry-Wehmiller Trust Common Stock 02/17/2015 S( 3 ) 17,036 D $ 87.1956 ( 6 ) 0 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 Appreciation Rights $ 39.83 02/13/2015 M( 1 ) 87,067 ( 7 ) 02/27/2022 Common Stock 87,067 $ 0 43,533 D Stock Appreciation Rights $ 35.79 02/13/2015 M( 1 ) 50,000 ( 8 ) 03/02/2021 Common Stock 50,000 $ 0 42,500 I By Barry-Wehmiller Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stroup John S 1 NORTH BRENTWOOD BOULEVARD, 15TH FLOOR ST. LOUIS, MO63105 X President and CEO Signatures /s/ Brian E. Anderson, attorney-in-fact for John S. Stroup 02/17/2015 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 May 10, 2013. ( 2 )This represents the difference between the number of SARs exercised (87,067) and the number of shares issued as a result of the exercise (24,661). 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 ($87.38) and the exercise price ($39.83). Additional shares are then withheld to satisfy the Company's tax withholding obligations. ( 3 )The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on May 10, 2013. ( 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 $86.67 to $87.655. 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 )This represents the difference between the number of SARs exercised (50,000) and the number of shares issued as a result of the exercise (17,036). 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 ($87.38) and the exercise price ($35.79). Additional shares are then withheld to satisfy the Company's tax withholding obligations. ( 6 )This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $86.7801 to $87.62. 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. ( 7 )43,534 SARs became exercisable on February 27, 2013 and 43,533 SARs became exercisable on February 27, 2014. The remaining 43,533 SARs will become exercisable on February 27, 2015. ( 8 )From the original grant of 140,370 SARs, 46,790 vested on March 2, 2012, 46,790 vested on March 2, 2013 and 46,790 vested on March 1, 2014.

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