0001209191-13-041661.txt : 20130821 0001209191-13-041661.hdr.sgml : 20130821 20130821170317 ACCESSION NUMBER: 0001209191-13-041661 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130819 FILED AS OF DATE: 20130821 DATE AS OF CHANGE: 20130821 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BELDEN INC. CENTRAL INDEX KEY: 0000913142 STANDARD INDUSTRIAL CLASSIFICATION: DRAWING AND INSULATING NONFERROUS WIRE [3357] IRS NUMBER: 363601505 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: BELDEN INC. STREET 2: 7733 FORSYTH BOULEVARD, SUITE 800 CITY: ST. LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 314-854-8000 MAIL ADDRESS: STREET 1: BELDEN INC. STREET 2: 7733 FORSYTH BOULEVARD, SUITE 800 CITY: ST. LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: BELDEN CDT INC. DATE OF NAME CHANGE: 20040716 FORMER COMPANY: FORMER CONFORMED NAME: CABLE DESIGN TECHNOLOGIES CORP DATE OF NAME CHANGE: 19931006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stroup John S CENTRAL INDEX KEY: 0001340794 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12561 FILM NUMBER: 131053315 MAIL ADDRESS: STREET 1: 7701 FORSYTH BOULEVARD STREET 2: SUITE 800 CITY: ST. LOUIS STATE: MO ZIP: 63105 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-08-19 0 0000913142 BELDEN INC. BDC 0001340794 Stroup John S 7733 FORSYTH BOULEVARD, SUITE 800 ST. LOUIS MO 63105 1 1 0 0 President and CEO Common Stock 2013-08-19 4 M 0 13600 25.805 A 13600 I By Barry-Wehmiller Trust Common Stock 2013-08-19 4 D 0 9747 56.635 D 3853 I By Barry-Wehmiller Trust Common Stock 2013-08-20 4 S 0 3853 56.3851 D 0 I By Barry-Wehmiller Trust Common Stock 2013-08-19 4 M 0 50000 11.92 A 104178 D Common Stock 2013-08-19 4 D 0 29453 56.635 D 74725 D Common Stock 2013-08-20 4 S 0 20547 56.3563 D 54178 D Common Stock 2013-08-19 4 M 0 49737 37.26 A 103915 D Common Stock 2013-08-19 4 S 0 49737 56.3466 D 54178 D Common Stock 2013-08-20 4 M 0 55300 37.26 A 109478 D Common Stock 2013-08-20 4 S 0 55300 56.9839 D 54178 D Common Stock 2013-08-21 4 M 0 51800 37.26 A 105978 D Common Stock 2013-08-21 4 S 0 51800 56.3971 D 54178 D Common Stock 4063 I By Irrevocable Trust for Children Common Stock 86555 I By Family Trust Stock Appreciation Rights 25.805 2013-08-19 4 M 0 13600 0.00 D 2016-02-22 Common Stock 13600 0 I By Barry-Wehmiller Trust Stock Appreciation Rights 11.92 2013-08-19 4 M 0 50000 0.00 D 2019-02-24 Common Stock 50000 117800 D Stock Options 37.26 2013-08-19 4 M 0 49737 0.00 D 2013-02-21 2018-04-01 Common Stock 49737 145300 D Stock Options 37.26 2013-08-20 4 M 0 55300 0.00 D 2013-02-21 2018-04-01 Common Stock 55300 90000 D Stock Options 37.26 2013-08-21 4 M 0 51800 0.00 D 2013-02-21 2018-04-01 Common Stock 51800 38200 D The exercise reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on May 10, 2013. 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. The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on May 10, 2013. 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. 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. 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. 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. 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. 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. 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. 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. /s/ Brian E. Anderson, attorney-in-fact for John Stroup 2013-08-21 EX-24.4_485595 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned's hereby makes, constitutes and appoints each of Kevin L. Bloomfield and Brian E. Anderson as the undersigned's true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 144, ID, 3, 4, and 5 (including any amendments thereto) with respect to the securities of Belden Inc., a Delaware corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Rule 144 of the Securities Act of 1933, and the rules and regulations promulgated thereunder, as amended from time to time (the "Securities Act"), or Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act"); (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Securities Act or the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Securities Act or the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of February, 2012. /s/ John Stroup Signature John Stroup Print Name