BADGER METER INC — Director's Dealing 2012

Aug 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2012-07-31

Reporting Person: SERDYNSKI RAYMOND G (VP-Manufacturing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-31	Common Stock	S	7000	$34.027	Disposed	5000	Direct
2012-07-31	Common Stock	I	7144.1059	$33.89	Acquired	10440.465	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$52.81	2018-05-02	BMI Common Stock (4500)	4500	Direct
Stock Options	$38.69	2019-05-01	BMI Common Stock (3000)	3000	Direct
Stock Options	$38.41	2020-05-07	BMI Common Stock (1200)	1200	Direct
Stock Options	$36.59	2021-05-06	BMI Common Stock (1200)	1200	Direct
Stock Options	$36.15	2022-05-04	BMI Common Stock (1600)	1600	Direct

Footnotes

F1: Mr. Serdynski sold shares of Badger Meter stock in his brokerage account as part of his estate planning. To compensate for reducing his direct holdings, he transferred funds within his 401(k) account into Badger Meter stock. The net effect is an increase in ownership of Badger Meter stock.

F2: Mr. Serdynski transferred funds within his 401(k) account into Badger Meter stock, which is an investment option within the Plan. The transaction is exempt from short-swing rules.