BADGER METER INC — Director's Dealing 2012

May 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2012-04-30

Reporting Person: DIX RONALD H (Director, Retired Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-30	Phantom Stock Units	$0.00	A	1285	Acquired	1988-08-08	BMI Common Stock (1285)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	94100	Direct
Common Stock	61039	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$18.325	2015-05-09	BMI Common Stock (4500)	4500	Direct
Stock Options	$31.41	2016-05-05	BMI Common Stock (3600)	3600	Direct
Stock Options	$24.94	2017-05-04	BMI Common Stock (3600)	3600	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 an annual grant of Badger Meter Common Stock on the first business day following the Company's annual meeting equal to $47,500 as rounded down to the nearest whole share based on the closing price of the Company's Common Stock on that day.

F2: When a director chooses to exit the Director Deferred Compensation Plan all proceeds are paid out in cash.