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BADGER METER INC Director's Dealing 2011

Feb 22, 2011

30998_dirs_2011-02-22_172f725b-d69b-491c-a51c-048b91eda14f.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: 2011-02-17

Reporting Person: STOLLENWERK JOHN J (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-02-17 Phantom Stock Units $0.00 J 27.137 Acquired 1988-08-08 BMI Common Stock (27.137) Direct
2011-02-18 Phantom Stock Units $0.00 J 56.5355 Acquired 1988-08-08 BMI Common Stock (56.5355) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 68595 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 the $1,200 meeting fee for the Employee Benefit Plans Committee meeting held on 2/17/2011.

F2: Price of Badger Meter, Inc. Common Stock at 12/31/2010.

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

F4: The phantom stock units were accrued in Mr. Stollenwerk's Badger Meter, Inc. Director Deferred Compensation Plan account as payment for the $2,500 meeting fee for the 2/18/2011 regular meeting of the board of directors.