BDC

SEC source: 0001209191-17-014457 · doc4.xml · derivative · entry 1

Trivedi Dhrupad · CIK 0001570462 · President, Industrial IT

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,127

Underlying: Common Stock · 8,127 shares

Expires 2027-02-22

F1 · security: The Stock Appreciation Rights (SARs) were issued at the closing price of the Company's stock on February 22, 2017 ($74.91). 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 (after tax withholding, if applicable). Additional terms apply in the event of the holder's termination, death, disability or retirement.

SEC source: 0001209191-17-014443 · doc4.xml · derivative · entry 1

Stroup John S · CIK 0001340794 · Director · Chairman, President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 86,166

Underlying: Common Stock · 86,166 shares

Expires 2027-02-22

F1 · security: The Stock Appreciation Rights (SARs) were issued at the closing price of the Company's stock on February 22, 2017 ($74.91). 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 (after tax withholding, if applicable). Additional terms apply in the event of the holder's termination, death, disability or retirement.

SEC source: 0001209191-17-014432 · doc4.xml · derivative · entry 1

Rosenberg Ross · CIK 0001608914 · SVP, Bus. Dev. & Strategy

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,617

Underlying: Common Stock · 8,617 shares

Expires 2027-02-22

F1 · security: The Stock Appreciation Rights (SARs) were issued at the closing price of the Company's stock on February 22, 2017 ($74.91). 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 (after tax withholding, if applicable). Additional terms apply in the event of the holder's termination, death, disability or retirement.

SEC source: 0001209191-17-014428 · doc4.xml · derivative · entry 1

Pennycook Glenn · CIK 0001578364 · EVP, Enterprise Connectivity

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,337

Underlying: Common Stock · 12,337 shares

Expires 2027-02-22

F1 · security: The Stock Appreciation Rights (SARs) were issued at the closing price of the Company's stock on February 22, 2017 ($74.91). 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 (after tax withholding, if applicable). Additional terms apply in the event of the holder's termination, death, disability or retirement.

SEC source: 0001209191-17-014425 · doc4.xml · derivative · entry 1

McKenna Dean · CIK 0001642220 · SVP, Human Resources

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,029

Underlying: Common Stock · 8,029 shares

Expires 2027-02-22

F1 · security: The Stock Appreciation Rights (SARs) were issued at the closing price of the Company's stock on February 22, 2017 ($74.91). 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 (after tax withholding, if applicable). Additional terms apply in the event of the holder's termination, death, disability or retirement.

SEC source: 0001209191-17-014421 · doc4.xml · derivative · entry 1

Derksen Henk · CIK 0001480409 · SVP, Finance, & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,583

Underlying: Common Stock · 19,583 shares

Expires 2027-02-22

F1 · security: The Stock Appreciation Rights (SARs) were issued at the closing price of the Company's stock on February 22, 2017 ($74.91). 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 (after tax withholding, if applicable). Additional terms apply in the event of the holder's termination, death, disability or retirement.

SEC source: 0001209191-17-014419 · doc4.xml · derivative · entry 1

Anderson Brian Edward · CIK 0001632666 · SVP, Legal, GC and Corp. Sec.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,854

Underlying: Common Stock · 6,854 shares

Expires 2027-02-22

F1 · security: The Stock Appreciation Rights (SARs) were issued at the closing price of the Company's stock on February 22, 2017 ($74.91). 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 (after tax withholding, if applicable). Additional terms apply in the event of the holder's termination, death, disability or retirement.

SEC source: 0001209191-17-012201 · doc4.xml · nonDerivative · entry 3

Pennycook Glenn · CIK 0001578364 · EVP, Enterprise Connectivity

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,153

F2 · price: This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $72.74 to $73.01. 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.

SEC source: 0001209191-17-013012 · doc4.xml · derivative · entry 3

Gusenleitner Christoph · CIK 0001488355 · EVP, Industrial Connectivity

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,550

Underlying: Common Stock · 12,000 shares

Expires 2022-02-27

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: From the original grant of 22,550 SARs, 7,517 became exercisable on February 27, 2013. 7,517 SARs will become exercisable on February 27, 2014 and 7,516 SARs will become exercisable on February 27, 2015.

SEC source: 0001209191-17-013012 · doc4.xml · nonDerivative · entry 2

Gusenleitner Christoph · CIK 0001488355 · EVP, Industrial Connectivity

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,185

F1 · shares: This represents the difference between the number of SARs exercised (12,000) and the number of shares issued as a result of the exercise (2,853). 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 ($72.785) and the exercise price ($39.83). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

SEC source: 0001209191-17-013012 · doc4.xml · nonDerivative · entry 1

Gusenleitner Christoph · CIK 0001488355 · EVP, Industrial Connectivity

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,332

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-17-012201 · doc4.xml · derivative · entry 4

Pennycook Glenn · CIK 0001578364 · EVP, Enterprise Connectivity

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 13,190 shares

Expires 2020-02-22

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_date: 4,397 SARs became exercisable on February 22, 2011, 4,397 SARs became exercisable on February 22, 2012 and 4,396 SARs became exercisable on February 22, 2013.

SEC source: 0001209191-17-012201 · doc4.xml · nonDerivative · entry 2

Pennycook Glenn · CIK 0001578364 · EVP, Enterprise Connectivity

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,459

F1 · shares: This represents the difference between the number of SARs exercised (13,190) and the number of shares issued as a result of the exercise (6,306). 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 ($73.185) and the exercise price ($21.70). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

SEC source: 0001209191-17-012201 · doc4.xml · nonDerivative · entry 1

Pennycook Glenn · CIK 0001578364 · EVP, Enterprise Connectivity

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,343

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-17-000495 · doc4.xml · nonDerivative · entry 1

Brown Judy L · CIK 0001355818 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,268

F1 · kind: The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Ms. Brown on August 10, 2016.

F2 · price: This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $75.63 to $78.01. 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.

SEC source: 0001209191-17-036396 · doc4.xml · nonDerivative · entry 3

MONTER JOHN M · CIK 0001159995 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Grantor Retained Annuity Trusts

Disclosed balance after: 17,008

F1 · shares: Transfer of title, without any change in beneficial ownership, for the establishment of two grantor retained annuity trusts.

SEC source: 0001209191-17-036396 · doc4.xml · nonDerivative · entry 2

MONTER JOHN M · CIK 0001159995 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · Revocable Trust

Disclosed balance after: 0

F1 · shares: Transfer of title, without any change in beneficial ownership, for the establishment of two grantor retained annuity trusts.

SEC source: 0001209191-17-036396 · doc4.xml · nonDerivative · entry 1

MONTER JOHN M · CIK 0001159995 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,467

F1 · shares: Transfer of title, without any change in beneficial ownership, for the establishment of two grantor retained annuity trusts.

SEC source: 0001209191-16-155494 · doc4.xml · derivative · entry 7

Gusenleitner Christoph · CIK 0001488355 · EVP, Industrial Connectivity

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,550

Underlying: Common Stock · 6,000 shares

Expires 2022-02-27

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-16-155494 · doc4.xml · derivative · entry 6

Gusenleitner Christoph · CIK 0001488355 · EVP, Industrial Connectivity

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 10,400 shares

Expires 2021-03-01

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-16-155494 · doc4.xml · nonDerivative · entry 5

Gusenleitner Christoph · CIK 0001488355 · EVP, Industrial Connectivity

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,332

SEC source: 0001209191-16-155494 · doc4.xml · nonDerivative · entry 4

Gusenleitner Christoph · CIK 0001488355 · EVP, Industrial Connectivity

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,690

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-16-155494 · doc4.xml · nonDerivative · entry 3

Gusenleitner Christoph · CIK 0001488355 · EVP, Industrial Connectivity

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,690

SEC source: 0001209191-16-155494 · doc4.xml · nonDerivative · entry 2

Gusenleitner Christoph · CIK 0001488355 · EVP, Industrial Connectivity

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,948

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-16-155494 · doc4.xml · nonDerivative · entry 1

Gusenleitner Christoph · CIK 0001488355 · EVP, Industrial Connectivity

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,548

F1 · price: This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $78.20 to $78.30. 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.

SEC source: 0001209191-16-154694 · doc4.xml · nonDerivative · entry 2

Minnich George E · CIK 0001330607 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Family LLC

Disclosed balance after: 10,557

F1 · kind: Change in the form of beneficial ownership resulted from a transfer of the shares to a family limited liability company owned by the reporting person and his spouse followed by a subsequent transfer of the spouse's minority interest in the LLC to a trust of which the reporting person serves as Trustee.

SEC source: 0001209191-16-154694 · doc4.xml · nonDerivative · entry 1

Minnich George E · CIK 0001330607 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,476

SEC source: 0001209191-16-154386 · doc4.xml · nonDerivative · entry 1

Rosenberg Ross · CIK 0001608914 · SVP, Bus. Dev. & Strategy

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,889

F1 · kind: The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Rosenberg on December 17, 2015.

SEC source: 0001209191-16-154392 · doc4.xml · nonDerivative · entry 1

Trivedi Dhrupad · CIK 0001570462 · President, Industrial IT

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,766

F1 · kind: The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Trivedi on May 6, 2016.

SEC source: 0001209191-16-154381 · doc4.xml · nonDerivative · entry 1

Derksen Henk · CIK 0001480409 · SVP, Finance, & CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,337

F1 · kind: The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Derksen on September 8, 2016.

F2 · price: This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $77.60 to $78.10. 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.

SEC source: 0001209191-16-154008 · doc4.xml · nonDerivative · entry 4

Stroup John S · CIK 0001340794 · Director · Chairman, President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 44,969

F1 · kind: The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on August 18, 2016.

F4 · price: This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $76.29 to $78.41. 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.

SEC source: 0001209191-16-154008 · doc4.xml · derivative · entry 7

Stroup John S · CIK 0001340794 · Director · Chairman, President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 34,147

Underlying: Common Stock · 40,000 shares

Expires 2023-03-04

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · kind: The exercise reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on August 18, 2016.

F5 · derivative.exercise_date: Of the original grant of 74,147 SARs, 24,716 SARs became exercisable on March 4, 2014, 24,716 SARs became exercisable on March 4, 2015 and 24,715 SARs became exercisable on March 4, 2016.

SEC source: 0001209191-16-154008 · doc4.xml · nonDerivative · entry 3

Stroup John S · CIK 0001340794 · Director · Chairman, President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 52,094

F3 · shares: This represents the difference between the number of SARs exercised (40,000) and the number of shares issued as a result of the exercise (7,125). 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 ($76.03) and the exercise price ($50.01). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

SEC source: 0001209191-16-154008 · doc4.xml · nonDerivative · entry 2

Stroup John S · CIK 0001340794 · Director · Chairman, President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 84,969

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · kind: The exercise reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on August 18, 2016.

SEC source: 0001209191-16-154008 · doc4.xml · nonDerivative · entry 1

Stroup John S · CIK 0001340794 · Director · Chairman, President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 44,969

F1 · kind: The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on August 18, 2016.

SEC source: 0001209191-16-151709 · doc4.xml · nonDerivative · entry 5

Stroup John S · CIK 0001340794 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Barry-Wehmiller Trust

Disclosed balance after: 0

F2 · kind: The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on August 18, 2016.

F5 · price: This price represents the average sale price for multiple transactions on this line. The prices of the transactions reported on this line ranged from $71.335 to $73.21. 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.

SEC source: 0001209191-16-151709 · doc4.xml · derivative · entry 8

Stroup John S · CIK 0001340794 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Barry-Wehmiller Trust

Disclosed balance after: 0

Underlying: Common Stock · 42,500 shares

Expires 2021-03-02

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · kind: The exercise reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on August 18, 2016.

SEC source: 0001209191-16-151709 · doc4.xml · nonDerivative · entry 4

Stroup John S · CIK 0001340794 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Barry-Wehmiller Trust

Disclosed balance after: 11,210

F4 · shares: This represents the difference between the number of SARs exercised (42,500) and the number of shares issued as a result of the exercise (11,210). 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 ($72.56) and the exercise price ($35.79). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

SEC source: 0001209191-16-151709 · doc4.xml · nonDerivative · entry 3

Stroup John S · CIK 0001340794 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Indirect · By Barry-Wehmiller Trust

Disclosed balance after: 42,500

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · kind: The exercise reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on August 18, 2016.

SEC source: 0001209191-16-151709 · doc4.xml · nonDerivative · entry 2

Stroup John S · CIK 0001340794 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 59,969

F2 · kind: The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Mr. Stroup on August 18, 2016.

SEC source: 0001209191-16-149409 · doc4.xml · nonDerivative · entry 1

Brown Judy L · CIK 0001355818 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 22,268

F1 · kind: The sale reported was effected pursuant to a Rule 10b5-1 trading plan adopted by Ms. Brown on August 10, 2016.

SEC source: 0001209191-16-151709 · doc4.xml · nonDerivative · entry 1

Stroup John S · CIK 0001340794 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 69,969

F1 · shares: On September 16, 2016, Mr. Stroup gifted 3,925 shares to a charitable organization.

SEC source: 0001209191-16-140911 · doc4.xml · derivative · entry 1

Zink Doug · CIK 0001585545 · VP and CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 115

Underlying: Common Stock · 152.375 shares

Expires 2019-07-15

F1 · security: Each Depositary Share represents a 1/100th interest in a share of Belden Inc.'s 6.75% Series B Mandatory Convertible Preferred Stock.

F2 · derivative.exercise_price: The conversion price of the Preferred Stock on the mandatory conversion date (July 15, 2019) is dependent upon the average market value of the Common Stock for a period of time prior to the mandatory conversion date as set forth in the Pricing Term Sheet filed with the SEC as a Free Writing Prospectus on July 20, 2016. The Preferred Stock automatically converts into Common Stock on July 15, 2019, but holders may elect to convert shares of the Preferred Stock into Common Stock at any time prior to such date at a conversion price of 120.46 shares of Common Stock per share of the Preferred Stock.

F3 · shares: This represents 1.15 shares of the Preferred Stock.

F2 · derivative.exercise_date: The conversion price of the Preferred Stock on the mandatory conversion date (July 15, 2019) is dependent upon the average market value of the Common Stock for a period of time prior to the mandatory conversion date as set forth in the Pricing Term Sheet filed with the SEC as a Free Writing Prospectus on July 20, 2016. The Preferred Stock automatically converts into Common Stock on July 15, 2019, but holders may elect to convert shares of the Preferred Stock into Common Stock at any time prior to such date at a conversion price of 120.46 shares of Common Stock per share of the Preferred Stock.

F2 · derivative.expiration_date: The conversion price of the Preferred Stock on the mandatory conversion date (July 15, 2019) is dependent upon the average market value of the Common Stock for a period of time prior to the mandatory conversion date as set forth in the Pricing Term Sheet filed with the SEC as a Free Writing Prospectus on July 20, 2016. The Preferred Stock automatically converts into Common Stock on July 15, 2019, but holders may elect to convert shares of the Preferred Stock into Common Stock at any time prior to such date at a conversion price of 120.46 shares of Common Stock per share of the Preferred Stock.

F4 · derivative.underlying_shares: See note (2). If the average market value of the Common Stock during the period of time indicated in note (2) prior to the mandatory conversion date were $63.74 per share (the closing price on September 9, 2016), each share of the Preferred Stock would convert into 132.50 shares of Common Stock.