BADGER METER INC — Director's Dealing 2011

May 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SMILEY BEVERLY L P (VP-Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-02	Common Stock	J	500	$37.77	Acquired	70300	Direct
2011-05-02	Common Stock	J	500	—	Disposed	1600	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6017.6361	Indirect
Common Stock	630	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$18.325	2015-05-09	BMI Common Stock (1440)	1440	Direct
Stock Options	$31.41	2016-05-05	BMI Common Stock (1800)	1800	Direct
Stock Options	$24.94	2017-05-04	BMI Common Stock (1440)	1440	Direct
Stock Options	$52.81	2018-05-02	BMI Common Stock (1500)	1500	Direct
Stock Options	$7.00	2013-05-02	BMI Common Stock (1800)	1800	Direct
Stock Options	$38.69	2019-05-01	BMI Common Stock (3000)	3000	Direct
Stock Options	$38.41	2020-05-07	BMI Common Stock (1200)	1200	Direct

Footnotes

F1: Shares granted 5/2/08 pursuant to the Restricted Stock Plan as approved by shareholders, vested at the closing price of $37.77/share on 5/2/11 and were transferred to direct ownership.

F2: Closing price of Badger Meter, Inc. Common Stock on 5/2/2011, the date of vesting.