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)
02/10/2012

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	02/10/2012		M		4,800	A	$25.805	51,114	D
Common Stock	02/10/2012		D		3,771⁽¹⁾	D	$39.01	47,343	D
Common Stock	02/13/2012		S		100	D	$39.445	47,243	D
Common Stock	02/13/2012		S		400	D	$39.4594	46,843	D
Common Stock	02/13/2012		S		300	D	$39.465	46,543	D
Common Stock	02/13/2012		S		200	D	$39.4675	46,343	D
Common Stock	02/13/2012		S		600	D	$39.47	45,743	D
Common Stock	02/13/2012		S		400	D	$39.4738	45,343	D
Common Stock	02/13/2012		S		600	D	$39.4742	44,743	D
Common Stock	02/13/2012		S		200	D	$39.475	44,543	D
Common Stock	02/13/2012		S		200	D	$39.4775	44,343	D
Common Stock	02/13/2012		S		200	D	$39.48	44,143	D
Common Stock	02/13/2012		S		200	D	$39.485	43,943	D
Common Stock	02/13/2012		S		200	D	$39.4875	43,743	D
Common Stock	02/13/2012		S		200	D	$39.49	43,543	D
Common Stock	02/13/2012		S		200	D	$39.4975	43,343	D
Common Stock	02/13/2012		S		800	D	$39.5	42,543	D
Common Stock	02/13/2012		S		200	D	$39.51	42,343	D
Common Stock	02/14/2012		S		429	D	$39.301	41,914	D
Common Stock	02/14/2012		S		300	D	$39.306	41,614	D
Common Stock	02/14/2012		S		100	D	$39.308	41,514	D
Common Stock	02/14/2012		S		100	D	$39.311	41,414	D
Common Stock	02/14/2012		S		100	D	$39.333	41,314	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 Appreciation Rights	$25.805	02/10/2012		M			4,800	02/22/2007⁽²⁾	02/22/2016	Common Stock	4,800	$0.00	0	D

Explanation of Responses:

1. This represents the difference between the number of SARs exercised (4,800) and the number of shares issued as a result of the exercise (1,029). 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 ($39.01) and the exercise price ($25.805). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

2. 1,600 SARs became exercisable on February 22, 2007, 1,600 SARs became exercisable on February 22, 2008 and 1,600 SARs became exercisable on February 22, 2009.

Remarks:

	/s/ Cathy O. Staples	02/14/2012
	** 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.