SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
05/16/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	05/16/2013		M⁽¹⁾		26,580	A	$19.93	80,758	D
Common Stock	05/16/2013		S⁽²⁾		26,580	D	$55	54,178	D
Common Stock	05/16/2013		M⁽¹⁾		100,000	A	$25.805	154,178	I	By Barry-Wehmiller Trust
Common Stock	05/16/2013		D		72,526⁽³⁾	D	$54.655	81,652	I	By Barry-Wehmiller Trust
Common Stock	05/17/2013		S⁽²⁾		27,474	D	$55.0727⁽⁴⁾	54,178	I	By Barry-Wehmiller 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)	Code	V	(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 Options	$19.93	05/16/2013		M⁽¹⁾			26,580	⁽⁵⁾	10/31/2015	Common Stock	26,580	$0.00	0	D
Stock Appreciation Rights	$25.805	05/16/2013		M⁽¹⁾			100,000	⁽⁶⁾	02/22/2016	Common Stock	100,000	$0.00	13,600	I	By Barry-Wehmiller Trust

Explanation of Responses:

1. The exercise reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on August 12, 2011.

2. The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on August 12, 2011.

3. This represents the difference between the number of SARs exercised (100,000) and the number of shares issued as a result of the exercise (27,474). 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 ($54.655) and the exercise price ($25.805). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

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 $54.80 to $55.4095. 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. 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.

6. From the original grant of 113,600 SARs, 37,867 became exercisable on February 22, 2007, 37,867 became exercisable on February 22, 2008 and 37,866 became exercisable on February 22, 2009.

Remarks:

	/s/ Brian E. Anderson, attorney-in-fact for John S. Stroup	05/17/2013
	** 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.