BADGER METER INC — Director's Dealing 2013

May 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2013-04-29

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-29	Phantom Stock Units	$0.00	A	1151	Acquired	1988-08-08	BMI Common Stock (1151)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	90000	Direct
Common Stock	45039	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$18.325	2015-05-09	BMI Common Stock (3500)	3500	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: The phantom stock units were accrued in Mr. Dix's Badger Meter, Inc. Director Deferred Compensation Plan account as payment for the annual Director Stock Grant made on April 29, 2013, for a value of $50,000, rounded down to the nearest whole share. The units were calculated at the closing price of the Company's stock on 4/29/2013.

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