BADGER METER INC — Director's Dealing 2013

May 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2013-05-21

Reporting Person: Begale Fred J (VP-Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-21	Common Stock	J	169.7084	$45.25	Disposed	1426.4497	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2351	Direct
Common Stock	2550	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
Stock Options	$51.29	2023-03-01	BMI Common Stock (1181)	1181	Direct

Footnotes

F1: Mr. Begale paid off an existing 401(k) loan and entered into a new 401(k) loan resulting in a net difference of 262.5023 less shares. The balance of 1426.4497 includes this adjustment plus the semi-monthly contributions in Badger Meter stock to his 401(k) account since last reported on 2/01/2013.