Belden Inc.

11/05/2024 | Press release | Distributed by Public on 11/05/2024 12:26

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
(Print or Type Responses)
1. Name and Address of Reporting Person *
Tate Leah
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 - HR
(Last) (First) (Middle)
C/O BELDEN INC., 1 N. BRENTWOOD BLVD., 15TH FLOOR 		3. Date of Earliest Transaction (Month/Day/Year)
11/01/2024
(Street)
ST. LOUIS, MO 63105 		4. If Amendment, Date 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
(City) (State) (Zip)
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 11/01/2024 M 1,163 A $61.79 24,406 D
Common Stock 11/01/2024 D 777(1) D $115.887 23,629 D
Common Stock 11/01/2024 M 1,528 A $51.14 25,157 D
Common Stock 11/01/2024 D 920(3) D $115.887 24,237 D
Common Stock 11/01/2024 M 1,748 A $45.11 25,985 D
Common Stock 11/01/2024 D 987(4) D $115.887 24,998 D
Common Stock 11/01/2024 M 884 A $53.79 25,882 D
Common Stock 11/01/2024 D 547(5) D $115.887 25,335 D
Common Stock 11/01/2024 M 1,667 A $85.77 27,002 D
Common Stock 11/01/2024 D 1,359(6) D $115.887 25,643 D
Common Stock 3,360 I By Spouse
Common Stock 1,013.8004(2) I By 401(k) Plan
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 $61.79 11/01/2024 M 1,163 02/28/2020(7) 02/28/2029 Common Stock 1,163 $ 0 0 D
Stock Appreciation Rights $51.14 11/01/2024 M 1,528 02/11/2021(7) 02/11/2030 Common Stock 1,528 $ 0 0 D
Stock Appreciation Rights $45.11 11/01/2024 M 1,748 02/16/2022(7) 02/16/2031 Common Stock 1,748 $ 0 0 D
Stock Appreciation Rights $53.79 11/01/2024 M 884 02/22/2023(7) 02/22/2032 Common Stock 884 $ 0 441 D
Stock Appreciation Rights $85.77 11/01/2024 M 1,667 03/07/2024(7) 03/07/2033 Common Stock 1,667 $ 0 3,333 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tate Leah
C/O BELDEN INC.
1 N. BRENTWOOD BLVD., 15TH FLOOR
ST. LOUIS, MO 63105 		SVP - HR

Signatures

/s/ Brian E. Anderson, attorney-in-fact for Leah Tate 11/05/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This represents the difference between the number of SARs exercised (1,163) and the number of shares issued as a result of the exercise (386). 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 ($115.887) and the exercise price ($61.79). Additional shares were then withheld to satisfy the Company's tax withholding obligations.
(2) Represents the balance of shares of Belden Inc. common stock held in the Belden Retirement Savings Plan as of the date of this filing.
(3) This represents the difference between the number of SARs exercised (1,528) and the number of shares issued as a result of the exercise (608). 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 ($115.887) and the exercise price ($51.14). Additional shares were then withheld to satisfy the Company's tax withholding obligations.
(4) This represents the difference between the number of SARs exercised (1,748) and the number of shares issued as a result of the exercise (761). 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 ($115.887) and the exercise price ($45.11). Additional shares were then withheld to satisfy the Company's tax withholding obligations.
(5) This represents the difference between the number of SARs exercised (884) and the number of shares issued as a result of the exercise (337). 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 ($115.887) and the exercise price ($53.79). Additional shares were then withheld to satisfy the Company's tax withholding obligations.
(6) This represents the difference between the number of SARs exercised (1,667) and the number of shares issued as a result of the exercise (308). 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 ($115.887) and the exercise price ($85.77). Additional shares were then withheld to satisfy the Company's tax withholding obligations.
(7) The original grant of stock appreciation rights became exercisable in equal portions on the first three anniversaries of the grant date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.