Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zink Doug

(Last)

(First)

(Middle)

C/O BELDEN INC.

1 N. BRENTWOOD BLVD., 15TH FLOOR

(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)
	VP and CAO

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2024

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	11/04/2024		M		947	A	$89.23	10,590	D
Common Stock	11/04/2024		D		796⁽²⁾	D	$115.64	9,794	D
Common Stock	11/04/2024		M		1,210	A	$74.91	11,004	D
Common Stock	11/04/2024		D		911⁽³⁾	D	$115.64	10,093	D
Common Stock	11/04/2024		M		2,675	A	$61.79	12,768	D
Common Stock	11/04/2024		D		1,801⁽⁴⁾	D	$115.64	10,967	D
Common Stock	11/05/2024		S		1,324	D	$117.488	9,643	D
Common Stock								999.1079⁽¹⁾	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)
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	$74.91	11/04/2024		M			1,210	02/22/2018⁽⁵⁾	02/22/2027	Common Stock	1,210	$0	0	D
Stock Appreciation Rights	$61.79	11/04/2024		M			2,675	02/28/2020⁽⁵⁾	02/28/2029	Common Stock	2,675	$0	0	D
Stock Appreciation Rights	$89.23	11/04/2024		M			947	02/25/2016⁽⁵⁾	02/25/2025	Common Stock	947	$0	0	D

Explanation of Responses:

1. Represents the balance of shares of Belden Inc. common stock held in the Belden Retirement Savings Plan as of the date of this filing.

2. This represents the difference between the number of SARs exercised (947) and the number of shares issued as a result of the exercise (151). 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 ($115.64) and the exercise price ($89.23). Additional shares were then withheld to satisfy the Company's tax withholding obligations.

3. This represents the difference between the number of SARs exercised (1,210) and the number of shares issued as a result of the exercise (299). 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 ($115.64) and the exercise price ($74.91). Additional shares were then withheld to satisfy the Company's tax withholding obligations.

4. This represents the difference between the number of SARs exercised (2,675) and the number of shares issued as a result of the exercise (874). 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 ($115.64) and the exercise price ($61.79). Additional shares were then withheld to satisfy the Company's tax withholding obligations.

5. The original grant of stock appreciation rights became exercisable in equal portions on the first three anniversaries of the grant date.

	Doug Zink	11/05/2024
	** 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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