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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
OMB APPROVAL |
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OMB Number: 3235-0145 Expires: February 28, 2009 Estimated average burden hours per response... 10.4 |
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. 3)* |
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Belden Inc. (formerly Belden CDT Inc.) |
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(Name of Issuer) |
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Common Stock, $0.01 par value |
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(Title of Class of Securities) |
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077454106 |
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(CUSIP Number) |
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December 31, 2008 |
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(Date of Event which Requires Filing of this Statement) |
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o |
Rule 13d-1(b) |
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x |
Rule 13d-1(c) |
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o |
Rule 13d-1(d) |
___________________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be �filed� for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO. |
422680108 |
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1 |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Trafelet Capital Management, L.P.
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) o |
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(b) x |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization.
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With |
5 Sole Voting Power
0 shares
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6 Shared Voting Power
0 shares
Refer to Item 4 below. |
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
0 shares
Refer to Item 4 below. |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares Refer to Item 4 below. |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11 |
Percent of Class Represented by Amount in Row (9)*
0.0%
Refer to Item 4 below. |
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CUSIP NO. |
422680108 |
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12 |
Type of Reporting Person (See Instructions)
PN (Limited Partnership)
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CUSIP NO. |
422680108 |
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1 |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Trafelet & Company, LLC
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) o |
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(b) x |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization.
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With |
5 Sole Voting Power
0 shares
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6 Shared Voting Power
0 shares
Refer to Item 4 below. |
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
0 shares
Refer to Item 4 below. |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
Refer to Item 4 below. |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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CUSIP NO. |
422680108 |
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11 |
Percent of Class Represented by Amount in Row (9)*
0.0%
Refer to Item 4 below. |
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12 |
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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CUSIP NO. |
422680108 |
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1 |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Remy Trafelet
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) o |
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(b) x |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization.
United States
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Number of Shares Beneficially Owned by Each Reporting Person With |
5 Sole Voting Power
0 shares
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6 Shared Voting Power
0 shares
Refer to Item 4 below. |
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
0 shares
Refer to Item 4 below. |
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
Refer to Item 4 below. |
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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CUSIP NO. |
422680108 |
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11 |
Percent of Class Represented by Amount in Row (9)*
0.0%
Refer to Item 4 below. |
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Type of Reporting Person (See Instructions)
IN
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CUSIP NO. |
422680108 |
Item 1.
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(a) |
Name of Issuer |
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Belden Inc. (formerly Belden CDT Inc.)
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(b) |
Address of Issuer's Principal Executive Offices |
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7701 Forsyth Boulevard Suite 800 St. Louis, Missouri 63105 |
Item 2.
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(a) |
Name of Person Filing |
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Trafelet Capital Management, L.P. Trafelet & Company, LLC Remy Trafelet
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(b) |
Address of Principal Business Office or, if none, Residence |
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590 Madison Ave 39th Floor New York, NY 10022
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(c) |
Citizenship |
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Trafelet Capital Management, L.P. - Delaware Trafelet & Company, LLC - Delaware Remy Trafelet - United States
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(d) |
Title of Class of Securities |
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Common Stock, $0.01 par value
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(e) |
CUSIP Number |
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077454106 |
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CUSIP NO. |
422680108 |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
o |
Insurance Company as defined in Section 3(a)(19) of the Act |
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(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Item 4. |
Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a) |
Amount Beneficially Owned |
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Trafelet Capital Management, L.P. - 0 shares Trafelet & Company, LLC - 0 shares Remy Trafelet - 0 shares
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(b) |
Percent of Class |
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Trafelet Capital Management, L.P. - 0.0% Trafelet & Company, LLC - 0.0% Remy Trafelet - 0.0%
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(c) |
Number of shares as to which such person has:
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(i) |
sole power to vote or to direct the vote |
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Trafelet Capital Management, L.P. - 0 shares Trafelet & Company, LLC - 0 shares Remy Trafelet - 0 shares
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CUSIP NO. |
422680108 |
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(ii) |
shared power to vote or to direct the vote
Trafelet Capital Management, L.P. - 0 shares Trafelet & Company, LLC - 0 shares Remy Trafelet - 0 shares
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(iii) |
sole power to dispose or to direct the disposition of |
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Trafelet Capital Management, L.P. - 0 shares Trafelet & Company, LLC - 0 shares Remy Trafelet - 0 shares
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(iv) |
shared power to dispose or to direct the disposition of |
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Trafelet Capital Management, L.P. - 0 shares Trafelet & Company, LLC - 0 shares Remy Trafelet - 0 shares
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Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not applicable.
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Item 8. |
Identification and Classification of Members of the Group |
Not applicable.
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Item 9. |
Notice of Dissolution of Group |
Not applicable.
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Item 10. |
Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP NO. |
422680108 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
February 13, 2009
TRAFELET CAPITAL MANAGEMENT, L.P.
By: Trafelet & Company, LLC,
its General Partner
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By: /s/ _Remy Trafelet |
Remy Trafelet, Managing Member
TRAFELET & COMPANY, LLC
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By: /s/ |
Remy Trafelet |
Remy Trafelet, Managing Member
REMY TRAFELET
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By: /s/ |
Remy Trafelet |
Remy Trafelet, individually
Exhibit 1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of February 13, 2009, is by and among Trafelet Capital Management, L.P., Trafelet & Company, LLC, and Remy Trafelet (collectively, the "Filers").
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock, $0.01 par value of Belden Inc. (formerly Belden CDT Inc.) beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.
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Executed and delivered as of the date first above written. |
TRAFELET CAPITAL MANAGEMENT, L.P.
By: Trafelet & Company, LLC,
its General Partner
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By: /s/ |
Remy Trafelet |
Remy Trafelet, Managing Member
TRAFELET & COMPANY, LLC
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By: /s/ |
Remy Trafelet |
Remy Trafelet, Managing Member
REMY TRAFELET
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By: /s/ |
Remy Trafelet |
Remy Trafelet, individually