BADGER METER INC — Director's Dealing 2013

May 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2013-05-07

Reporting Person: Begale Fred J (VP-Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-07	Common Stock	J	600	$45.04	Acquired	2951	Direct
2013-05-08	Common Stock	S	600	$44.9373	Disposed	2351	Direct
2013-05-07	Common Stock	J	600	—	Disposed	2550	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1596.1581	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: Restricted Stock granted 5/07/2010, pursuant to the Company's Restricted Stock Plan approved by shareholders, vested after a three-year holding period. The shares vested at the closing price on 5/07/2013 and were transferred to direct ownership.

F2: Price of Badger Meter, Inc. Common Stock on 5/07/2013, the date of vesting.