BADGER METER INC — Director's Dealing 2011

May 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2011-05-20

Reporting Person: STOLLENWERK JOHN J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-20	Phantom Stock Units	$0.00	J	473.0358	Acquired	1988-08-08	BMI Common Stock (473.0358)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	69786	Direct
Common Stock	10164	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$7.00	2013-05-02	BMI Common Stock (6400)	6400	Direct

Footnotes

F1: The phantom stock units were accrued in Mr. Stollenwerk's Badger Meter, Inc. Director Deferred Compensation Plan account as payment for director fees for the 4/29/11 and 5/20/11 meetings of the board.

F2: Price of Badger Meter, Inc. Common Stock at 3/31/11.

F3: When a director chooses to exit the Director Deferred Compensation Plan all proceeds are paid out in cash.