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*
Anderson Brian Edward
(Last) (First) (Middle)
C/O BELDEN INC.
1 N. BRENTWOOD BLVD., 15TH FLOOR
(Street)
SAINT LOUIS MO 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, Legal, GC and Corp. Sec.
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/02/2021 		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)
Code V Amount (A) or (D) Price
Common Stock 03/01/2021 M 1,590 A $35.83 28,195 D
Common Stock 03/01/2021 D 1,349(1)(2) D $45.695 26,846 D
Common Stock 294.3812(3) I By 401(k) Plan
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Rights $35.83 03/01/2021 M 1,590 (4) 03/01/2021 Common Stock 1,590 $0.00 0 D
Explanation of Responses:
1. This represents the difference between the number of SARs exercised (1,590) and the number of shares issued as a result of the exercise (241). 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 ($45.695) and the exercise price ($35.83). Additional shares are then withheld to satisfy the Company's tax withholding obligations.
2. Following the filing of the original Form 4, a payroll adjustment resulted in the number of shares being withheld for taxes to be decreased by 19, leading to this amendment.
3. Represents the balance of shares of Belden Inc. common stock held in the Belden Retirement Savings Plan as of the date of this filing.
4. 530 SARs became exercisable on March 1, 2012, 530 SARs became exercisable on March 1, 2013 and 530 SARs became exercisable on March 1, 2014.
Remarks:
/s/ Brian E. Anderson 03/03/2021
** 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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