SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Stroup John S

(Last)

(First)

(Middle)

1 NORTH BRENTWOOD BOULEVARD, 15TH FLOOR

(Street)

ST. LOUIS

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)
	Chairman, President and CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/02/2018		G	21,713⁽¹⁾	D	$0.00	0	D
Common Stock	11/02/2018		G	21,713	A	$0.00	21,713	I	By Spouse
Common Stock	11/02/2018		G	21,713	D	$0.00	0	I	By Spouse
Common Stock	11/02/2018		G	21,713	A	$0.00	108,268	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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$72.57	11/02/2018		G		54,412⁽²⁾	03/04/2015	03/04/2024	Common Stock	54,412	$0.00	0	D
Stock Appreciation Rights	$72.57	11/02/2018		G	54,412		03/04/2015	03/04/2024	Common Stock	54,412	$0.00	54,412	I	By Barry-Wehmiller Trust
Stock Appreciation Rights	$89.23	11/02/2018		G		62,672⁽³⁾	02/25/2016	02/25/2025	Common Stock	62,672	$0.00	0	D
Stock Appreciation Rights	$89.23	11/02/2018		G	62,672		02/25/2016	02/25/2025	Common Stock	62,672	$0.00	62,672	I	By Barry-Wehmiller Trust

Explanation of Responses:

1. As indicated by this line and the next three lines, on November 2, 2018, Mr. Stroup and his spouse gifted 21,713 shares to a family trust. Mr. Stroup remains the beneficial owner of these shares.

2. As indicated by this line and the next line, on November 2, 2018, Mr. Stroup gifted 54,412 stock appreciation rights to a trust. Mr. Stroup remains the beneficial owner of these stock appreciation rights.

3. As indicated by this line and the next line, on November 2, 2018, Mr. Stroup gifted 62,672 stock appreciation rights to a trust. Mr. Stroup remains the beneficial owner of these stock appreciation rights.

Remarks:

	/s/ Brian E. Anderson, attorney-in-fact for John Stroup	01/02/2019
	** 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).
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