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*
Chand Ashish
(Last) (First) (Middle)
C/O BELDEN INC.
1 N. BRENTWOOD BLVD., 15TH FLOOR
(Street)
SAINT 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)
06/20/2023
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 06/20/2023 S(1) 26,371 D $94.813(2) 45,682 D
Common Stock 06/20/2023 M 738 A $52.89 46,420 D
Common Stock 06/20/2023 D 575 D(3) $94.67 45,845 D
Common Stock 06/20/2023 M 9,580 A $61.79 55,425 D
Common Stock 06/20/2023 D 7,909 D(4) $94.67 47,516 D
Common Stock 06/20/2023 M 9,297 A $51.14 56,813 D
Common Stock 06/20/2023 D 7,148 D(5) $94.67 49,665 D
Common Stock 06/20/2023 M 8,748 A $45.11 58,413 D
Common Stock 06/20/2023 D 6,445 D(6) $94.67 51,968 D
Common Stock 06/20/2023 M 3,858 A $53.79 55,826 D
Common Stock 06/20/2023 D 3,021 D(7) $94.67 52,805 D
Common Stock 788.5741(8) I By 401(k) Plan
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 $52.89 06/20/2023 M 738 (9) 02/24/2026 Common Stock 738 $0.00 0 D
Stock Appreciation Rights $61.79 06/20/2023 M 9,580 (10) 02/28/2029 Common Stock 9,580 $0.00 0 D
Stock Appreciation Rights $51.14 06/20/2023 M 9,297 (11) 02/11/2030 Common Stock 9,297 $0.00 0 D
Stock Appreciation Rights $45.11 06/20/2023 M 8,748 (12) 02/16/2031 Common Stock 8,748 $0.00 4,373 D
Stock Appreciation Rights $53.79 06/20/2023 M 3,858 02/22/2023 02/22/2032 Common Stock 3,858 $0.00 7,714 D
Explanation of Responses:
1. As indicated at the top of this Form 4, all of the transactions reflected herein were effected pursuant to a 10b5-1 plan, with the proceeds directed towards the purchase of a primary residence.
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 $94.15 to $95.20. 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. This represents the difference between the number of SARs exercised (738) and the number of shares issued as a result of the exercise (163). 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 ($94.67) and the exercise price ($52.89). Additional shares are then withheld to satisfy the Company's tax withholding obligations.
4. This represents the difference between the number of SARs exercised (9,580) and the number of shares issued as a result of the exercise (1,671). 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 ($94.67) and the exercise price ($61.79). Additional shares are then withheld to satisfy the Company's tax withholding obligations.
5. This represents the difference between the number of SARs exercised (9,297) and the number of shares issued as a result of the exercise (2,149). 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 ($94.67) and the exercise price ($51.14). Additional shares are then withheld to satisfy the Company's tax withholding obligations.
6. This represents the difference between the number of SARs exercised (8,748) and the number of shares issued as a result of the exercise (2,303). 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 ($94.67) and the exercise price ($45.11). Additional shares are then withheld to satisfy the Company's tax withholding obligations.
7. This represents the difference between the number of SARs exercised (3,858) and the number of shares issued as a result of the exercise (837). 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 ($94.67) and the exercise price ($53.79). Additional shares are then withheld to satisfy the Company's tax withholding obligations.
8. Represents the balance of shares of Belden Inc. common stock held in the Belden Retirement Savings Plan as of the date of this filing.
9. 369 SARs became exercisable on February 24, 2018 and 369 SARs became exercisable on February 24, 2019.
10. 3,194 SARs became exercisable on February 28, 2020, 3,193 SARs became exercisable on February 28, 2021 and 3,193 SARs became exercisable on February 28, 2022.
11. 3,099 SARs became exercisable on February 11, 2021, 3,099 SARs became exercisable on February 11, 2022 and 3,099 SARs became exercisable on February 11, 2023.
12. 4,374 SARs became exercisable on February 16, 2022 and 4,374 SARs became exercisable on February 16, 2023.
Remarks:
/s/ Brian E. Anderson, attorney-in-fact for Ashish Chand 06/22/2023
** 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.
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.