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

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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^*

STAPLES CATHY O

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2010

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	03/25/2010		M		10,000	A	$19.075	57,390	D
Common Stock	03/25/2010		S		577	D	$25.38	56,813	D
Common Stock	03/25/2010		S		3,000	D	$25.4	53,813	D
Common Stock	03/25/2010		S		300	D	$25.4006	53,513	D
Common Stock	03/25/2010		S		2,323	D	$25.41	51,190	D
Common Stock	03/25/2010		S		377	D	$25.42	50,813	D
Common Stock	03/25/2010		S		123	D	$25.4201	50,690	D
Common Stock	03/25/2010		S		300	D	$25.4211	50,390	D
Common Stock	03/25/2010		S		100	D	$25.43	50,290	D
Common Stock	03/25/2010		S		2,900	D	$25.44	47,390	D
Common Stock	03/25/2010		M		5,167	A	$11.92	52,557	D
Common Stock	03/25/2010		D		3,311⁽¹⁾	D	$25.465	49,246	D
Common Stock	03/26/2010		S		556	D	$25.61	48,690	D
Common Stock	03/26/2010		S		100	D	$25.6201	48,590	D
Common Stock	03/26/2010		S		856	D	$25.64	47,734	D
Common Stock	03/26/2010		S		100	D	$25.6401	47,634	D
Common Stock	03/26/2010		S		244	D	$25.65	47,390	D

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	$19.075	03/25/2010		M			10,000	02/23/2005⁽²⁾	02/23/2014	Common Stock	10,000	$0.00	0	D
Stock Appreciation Rights	$11.92	03/25/2010		M			5,167	02/24/2010⁽³⁾	02/24/2019	Common Stock	5,167	$0.00	10,333	D

Explanation of Responses:

1. This represents the difference between the number of SARs exercised (5,167) and the number of shares issued as a result of the exercise (1,856). 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 ($25.465) and the exercise price ($11.92). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

2. The options became exercisable in three equal annual installments on February 23, 2005, February 23, 2006 and February 23, 2007.

3. 5,167 SARs became exercisable on February 24, 2010. The remaining 10,333 SARs will become exercisable in equal installments on February 24, 2011 and February 24, 2012.

Remarks:

	/s/ Cathy O. Staples	03/26/2010
	** 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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