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BADGER METER INC Director's Dealing 2011

May 4, 2011

30998_dirs_2011-05-04_ce4cca23-70be-4afe-bd78-b3ee2c21cef8.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2011-05-02

Reporting Person: POLICANO ANDREW J (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-02 Common Stock A 1191 $37.77 Acquired 16624.303 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-05-02 Phantom Stock Units $0.00 J 18.7841 Acquired 1988-08-08 BMI Common Stock (18.7841) Direct

Holdings (Derivative)

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

Footnotes

F1: Shares granted pursuant to the 2011 Omnibus Incentive Plan as approved by shareholders on April 29, 2011. Non-employee directors are given an annual grant of Badger Meter Common Stock on the first business day following the Company's annual meeting equal to $45,000 as rounded down to the nearest whole share based on the closing price of the Company's Common Stock on that day.

F2: The phantom stock units were accrued in Mr. Policano's Badger Meter, Inc. Director Deferred Compensation Plan account as payment for dividends accrued during 2010. The Company's current quarterly dividend is 14 cents per share.

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