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: 2012-05-04

Reporting Person: LIONE GAIL A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-04	Stock Options	$36.15	A	6000	Acquired	2022-05-04	BMI Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2285	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 a one-time stock option grant of 6,000 shares upon first election by shareholders to the Board of Directors.

F2: Stock Options are granted on a one-for-one basis.