Sec Form 4 Filing - Gusenleitner Christoph @ BELDEN INC. - 2015-02-25

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Gusenleitner Christoph 2. Issuer Name and Ticker or Trading Symbol BELDEN INC. [ BDC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Industrial Connectivity (Last) (First) (Middle) 1 NORTH BRENTWOOD BOULEVARD, 15TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2015 (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 02/25/2015 A 3,403 ( 1 ) A $ 0 13,907 D Common Stock 02/27/2015 S 1,425 D $ 90.1146 ( 2 ) 12,482 D

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 ( 3 ) $ 89.23 02/25/2015 A 7,521 02/25/2016 02/25/2025 Common Stock 7,521 $ 0 7,521 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gusenleitner Christoph 1 NORTH BRENTWOOD BOULEVARD, 15TH FLOOR ST. LOUIS, MO63105 EVP, Industrial Connectivity Signatures /s/ Brian E. Anderson, attorney-in-fact for Christoph Gusenleitner 02/27/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )RSUs awarded pursuant to the fulfillment of performance share units awarded on March 4, 2014. RSUs will vest on February 25, 2017, and upon vesting, will be payable in Company stock (each RSU representing one share of Company stock). Additional terms apply in the event of the holder's termination, death or retirement. ( 2 )This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $90.0401 to $90.13. 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. ( 3 )The Stock Appreciation Rights (SARs) were issued at the closing price of the Company's stock on February 25, 2015 ($89.23). 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.