SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Stroup John S
(Last) (First) (Middle)
7733 FORSYTH BOULEVARD, SUITE 800
(Street)
ST. LOUIS MO 63105
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
08/19/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 08/19/2013 M(1) 13,600 A $25.805 13,600 I By Barry-Wehmiller Trust
Common Stock 08/19/2013 D 9,747(2) D $56.635 3,853 I By Barry-Wehmiller Trust
Common Stock 08/20/2013 S(3) 3,853 D $56.3851(4) 0 I By Barry-Wehmiller Trust
Common Stock 08/19/2013 M(1) 50,000 A $11.92 104,178 D
Common Stock 08/19/2013 D 29,453(5) D $56.635 74,725 D
Common Stock 08/20/2013 S(3) 20,547 D $56.3563(6) 54,178 D
Common Stock 08/19/2013 M(1) 49,737 A $37.26 103,915 D
Common Stock 08/19/2013 S(3) 49,737 D $56.3466(7) 54,178 D
Common Stock 08/20/2013 M(1) 55,300 A $37.26 109,478 D
Common Stock 08/20/2013 S(3) 55,300 D $56.9839(8) 54,178 D
Common Stock 08/21/2013 M(1) 51,800 A $37.26 105,978 D
Common Stock 08/21/2013 S(3) 51,800 D $56.3971(9) 54,178 D
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 $25.805 08/19/2013 M(1) 13,600 (10) 02/22/2016 Common Stock 13,600 $0.00 0 I By Barry-Wehmiller Trust
Stock Appreciation Rights $11.92 08/19/2013 M(1) 50,000 (11) 02/24/2019 Common Stock 50,000 $0.00 117,800 D
Stock Options $37.26 08/19/2013 M(1) 49,737 02/21/2013 04/01/2018 Common Stock 49,737 $0.00 145,300 D
Stock Options $37.26 08/20/2013 M(1) 55,300 02/21/2013 04/01/2018 Common Stock 55,300 $0.00 90,000 D
Stock Options $37.26 08/21/2013 M(1) 51,800 02/21/2013 04/01/2018 Common Stock 51,800 $0.00 38,200 D
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 (13,600) and the number of shares issued as a result of the exercise (3,853). 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 ($56.635) and the exercise price ($25.805). 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 $56.28 to $56.46. 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 (20,547). 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 ($56.635) and the exercise price ($11.92). 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 $55.69 to $56.801. 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. This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $56.001 to $56.917. 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.
8. This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $56.71 to $57.21. 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.
9. This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $56.00 to $56.92. 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.
10. 37,867 SARs became exercisable on February 22, 2007, 37,867 SARs became exercisable on February 22, 2008 and 37,866 SARs became exercisable on February 22, 2009.
11. 55,934 SARs became exercisable on February 24, 2010, 55,933 SARs became exercisable on February 24, 2011 and 55,933 SARs became exercisable on February 24, 2012.
Remarks:
/s/ Brian E. Anderson, attorney-in-fact for John Stroup 08/21/2013
** Signature of Reporting Person Date
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.
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