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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BELDEN INC. [ BDC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/09/2012 | G(1) | V | 90,000 | D | $0.00 | 81,002 | D | ||
Common Stock | 11/09/2012 | G | V | 90,000 | A | $0.00 | 90,000 | I | By Spouse | |
Common Stock | 11/21/2012 | G(2) | V | 86,555 | D | $0.00 | 3,445 | I | By Spouse | |
Common Stock | 11/21/2012 | G | V | 86,555 | A | $0.00 | 86,555 | I | By Family Trust | |
Common Stock | 12/10/2012 | G(3) | V | 2,540 | D | $0.00 | 78,462 | D | ||
Common Stock | 12/11/2012 | G(4) | V | 7,198 | D | $0.00 | 71,264 | D | ||
Common Stock | 12/11/2012 | G(5) | V | 3,445 | D | $0.00 | 0 | I | By Spouse | |
Common Stock | 12/31/2012 | M(6) | 6,489 | A | $19.93 | 77,753 | D | |||
Common Stock | 12/31/2012 | S(7) | 6,489 | D | $45 | 71,264 | D | |||
Common Stock | 01/02/2013 | M(6) | 143,511 | A | $19.93 | 214,775 | D | |||
Common Stock | 01/02/2013 | S(7) | 143,511 | D | $45 | 71,264 | D | |||
Common Stock | 4,063 | I | By Irrevocable Trust for Children |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | 12/05/2012 | G(8) | V | 113,600 | (9) | 02/22/2016 | Common Stock | 113,600 | $0.00 | 0 | D | |||
Stock Appreciation Rights | $25.805 | 12/05/2012 | G | V | 113,600 | (9) | 02/22/2016 | Common Stock | 113,600 | $0.00 | 113,600 | I | By Barry-Wehmiller Trust | ||
Stock Appreciation Rights | $47.705 | 12/05/2012 | G(10) | V | 107,400 | (11) | 02/21/2017 | Common Stock | 107,400 | $0.00 | 0 | D | |||
Stock Appreciation Rights | $47.705 | 12/05/2012 | G | V | 107,400 | (11) | 02/21/2017 | Common Stock | 107,400 | $0.00 | 107,400 | I | By Barry-Wehmiller Trust | ||
Stock Appreciation Rights | $35.79 | 12/05/2012 | G(12) | V | 92,500 | (13) | 03/02/2021 | Common Stock | 92,500 | $0.00 | 47,870 | D | |||
Stock Appreciation Rights | $35.79 | 12/05/2012 | G | V | 92,500 | (13) | 03/02/2021 | Common Stock | 92,500 | $0.00 | 92,500 | I | By Barry-Wehmiller Trust | ||
Stock Options | $19.93 | 12/31/2012 | M(6) | 6,489 | (14) | 10/31/2015 | Common Stock | 6,489 | $0.00 | 295,091 | D | ||||
Stock Options | $19.93 | 01/02/2013 | M(6) | 143,511 | (14) | 10/31/2015 | Common Stock | 143,511 | $0.00 | 151,580 | D |
Explanation of Responses: |
1. In order to update the public record, several bona-fide gift transactions performed for charitable and estate planning purposes are being voluntarily reported. As indicated by this line and the next line, on November 9, 2012, Mr. Stroup gifted 90,000 shares to his spouse. |
2. As indicated by this line and the next line, on November 21, 2012, Mr. Stroup's spouse gifted 86,555 to a family trust. Mr. Stroup remains the beneficial owner of these shares. |
3. On December 10, 2012, Mr. Stroup gifted 2,540 shares to a charitable organization. |
4. On December 11, 2012, Mr. Stroup gifted 7,198 shares to a charitable organization. |
5. On December 11, 2012, Mr. Stroup's spouse gifted 3,445 shares to a charitable organization. |
6. The exercise reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on August 12, 2011. |
7. The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on August 12, 2011. |
8. As indicated by this line and the next line, on December 5, 2012, Mr. Stroup gifted 113,600 stock appreciation rights to a trust. Mr. Stroup remains the beneficial owner of these stock appreciation rights. |
9. 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. |
10. As indicated by this line and the next line, on December 5, 2012, Mr. Stroup gifted 107,400 stock appreciation rights to a trust. Mr. Stroup remains the beneficial owner of these stock appreciation rights. |
11. 35,800 SARs became exercisable on February 21, 2008, 35,800 SARs became exercisable on February 21, 2009 and 35,800 SARs became exercisable on February 21, 2010. |
12. As indicated by this line and the next line, on December 5, 2012, Mr. Stroup gifted 92,500 stock appreciation rights to a trust. Mr. Stroup remains the beneficial owner of these stock appreciation rights. |
13. Of the original grant of 140,370 SARs, 46,790 SARs became exercisable on March 2, 2012. 46,790 SARs will become exercisable on March 2, 2013 and 46,790 SARs will become exercisable on March 2, 2014. The 92,500 SARs gifted are composed of the 46,790 SARs that became exercisable on March 2, 2012 and 45,710 of the SARs that will become exercisable on March 2, 2013. |
14. One-third of the original grant of 351,580 stock options vested on the first (10/31/2006), second (10/31/2007), and third (10/31/2008) anniversaries of the grant. |
Remarks: |
/s/ Brian E. Anderson, attorney-in-fact for John Stroup | 01/02/2013 | |
** 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. | ||
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. |