BADGER METER INC — Director's Dealing 2012

May 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2012-05-08

Reporting Person: Begale Fred J (VP-Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-08	Common Stock	S	35	$36.2512	Disposed	3151	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	815.1134	Indirect
Common Stock	2400	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$38.69	2019-05-01	BMI Common Stock (7000)	7000	Direct
Stock Options	$38.41	2020-05-07	BMI Common Stock (1200)	1200	Direct
Stock Options	$36.59	2021-05-06	BMI Common Stock (2000)	2000	Direct
Stock Options	$36.15	2022-05-04	BMI Common Stock (1600)	1600	Direct

Footnotes

F1: Mr. Begale sold 350 shares on 5/3/12 to cover withholding on the 1000 shares of Restricted Stock that vested 5/1/12. Because that was not sufficient to cover the amount due, an additional 35 shares were sold today.