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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Appreciation Rights (4) | $ 21.7 | 02/22/2010 | A | 50,449 | 02/22/2011 | 02/22/2020 | Common Stock | 50,449 | $ 21.7 | 172,495 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Benoist Gray G 7733 FORSYTH BOULEVARD, SUITE 800 ST. LOUIS, MO 63105 |
SVP Finance, CFO & CAO | |||
| /s/ Gray G. Benoist | 02/24/2010 | |
| **Signature of Reporting Person | Date |
| * | 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) | Shares withheld for tax purposes related to portion of February 20, 2008 restricted stock unit grant that vested on February 20, 2010. |
| (2) | RSUs awarded pursuant to the fulfillment of Performance share units awarded on February 24, 2009. RSUs will vest in equal amounts over a two-year period beginning in 2011, and upon vesting, will be payable in Company stock (each RSU representing one share of Company stock). Additional terms apply in the event of the holder's termination, death, disability or retirement. |
| (3) | Represents a three-year grant of restricted stock awards (RSUs) granted by the Company's Compensation Committee on February 22, 2010. If the performance criteria of the RSUs are met, 50% of the RSUs will vest on February 22, 2013, 25% of the RSUs will vest on February 22, 2014 and 25% will vest on February 22, 2015. Additional terms apply in the event of the holder's termination, death, disability or retirement. |
| (4) | The Stock Appreciation Rights (SARs) were issued at the closing price of the Company's stock on February 22, 2010 ($21.70). They will vest in equal amounts over three years and will expire ten years after the grant date. Upon exercise, the holder will receive in Belden stock the excess of fair market value per share at the time of exercise over the exercise price, times the number of SARs being exercised. Additional terms apply in the event of the holder's termination, death, disability or retirement. |