Sec Form 4 Filing - Stroup John S @ BELDEN INC. - 2016-11-18

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) 11/18/2016 (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 09/16/2016 G V 3,925 ( 1 ) D $ 0 69,969 D Common Stock 11/18/2016 S( 2 ) 10,000 D $ 72.17 59,969 D Common Stock 11/18/2016 M( 3 ) 42,500 A $ 35.79 42,500 I By Barry-Wehmiller Trust Common Stock 11/18/2016 D 31,290 ( 4 ) D $ 72.56 11,210 I By Barry-Wehmiller Trust Common Stock 11/21/2016 S( 2 ) 11,210 D $ 71.9864 ( 5 ) 0 I By Barry-Wehmiller Trust Common Stock 4,063 I By Irrevocable Trust for Children Common Stock 86,555 I By Family 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 $ 35.79 11/18/2016 M( 3 ) 42,500 03/02/2012 03/02/2021 Common Stock 42,500 $ 0 0 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 Stroup 11/22/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 16, 2016, Mr. Stroup gifted 3,925 shares to a charitable organization. ( 2 )The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on August 18, 2016. ( 3 )The exercise reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on August 18, 2016. ( 4 )This represents the difference between the number of SARs exercised (42,500) and the number of shares issued as a result of the exercise (11,210). 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 ($72.56) and the exercise price ($35.79). Additional shares are then withheld to satisfy the Company's tax withholding obligations. ( 5 )This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $71.335 to $73.21. 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.

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).

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