SEC Form 4 · accession 0001209191-15-014634
BELDEN INC. · BDC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John S Stroup
Officer — President and CEO · Director
Period of report
Feb 13, 2015
Accepted (ET)
Feb 17, 2015 · 5:27 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000913142
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 13, 2015 | M | 87,067 | $39.83 | A | 164,579 | D | |
| Common StockF2 | Feb 13, 2015 | D | 62,406 | $87.38 | D | 102,173 | D | |
| Common StockF4 | Feb 17, 2015 | S | 24,661 | $87.1737 | D | 77,512 | D | |
| Common Stock | Feb 13, 2015 | M | 50,000 | $35.79 | A | 50,000 | I | By Barry-Wehmiller Trust |
| Common StockF5 | Feb 13, 2015 | D | 32,964 | $87.38 | D | 17,036 | I | By Barry-Wehmiller Trust |
| Common StockF6 | Feb 17, 2015 | S | 17,036 | $87.1956 | D | 0 | I | By Barry-Wehmiller Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF7 | $39.83 | Feb 13, 2015 | M | 87,067 | D | — | Feb 27, 2022 | Common Stock | 87,067 | 43,533 | D |
| Stock Appreciation RightsF8 | $35.79 | Feb 13, 2015 | M | 50,000 | D | — | Mar 2, 2021 | Common Stock | 50,000 | 42,500 | I |
Explanation of responses
- F1The exercise reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on May 10, 2013.
- F2This represents the difference between the number of SARs exercised (87,067) and the number of shares issued as a result of the exercise (24,661). 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 ($87.38) and the exercise price ($39.83). Additional shares are then withheld to satisfy the Company's tax withholding obligations.
- F3The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on May 10, 2013.
- F4This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $86.67 to $87.655. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.
- F5This represents the difference between the number of SARs exercised (50,000) and the number of shares issued as a result of the exercise (17,036). 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 ($87.38) and the exercise price ($35.79). Additional shares are then withheld to satisfy the Company's tax withholding obligations.
- F6This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $86.7801 to $87.62. Upon request by the SEC staff, the Issuer or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.
- F743,534 SARs became exercisable on February 27, 2013 and 43,533 SARs became exercisable on February 27, 2014. The remaining 43,533 SARs will become exercisable on February 27, 2015.
- F8From the original grant of 140,370 SARs, 46,790 vested on March 2, 2012, 46,790 vested on March 2, 2013 and 46,790 vested on March 1, 2014.