BADGER METER INC — Director's Dealing 2012

May 23, 2012

SEC Form 4/A — Form 4/A

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2012-05-21

Reporting Person: POLICANO ANDREW J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-30	Common Stock	A	1285	$36.94	Acquired	17909.303	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-21	Phantom Stock Units	$0.00	J	8.169	Acquired	1988-08-08	BMI Common Stock (8.169)	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: The 8.169 phantom stock units were accrued in Mr. Policano's Badger Meter Director Deferred Compensation Plan account as payment for the 2011 dividends on the phantom stock units in his account.

F2: Quarterly dividends are accrued based on the closing price for the previous quarter.

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