BADGER METER INC — Director's Dealing 2014

Nov 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2014-11-03

Reporting Person: SMILEY BEVERLY L P (VP-Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-03	Common Stock	M	1500	$52.81	Acquired	71600	Direct
2014-11-03	Common Stock	M	600	$38.69	Acquired	72200	Direct
2014-11-03	Common Stock	M	240	$38.41	Acquired	72440	Direct
2014-11-03	Common Stock	M	240	$36.59	Acquired	72680	Direct
2014-11-03	Common Stock	M	320	$36.15	Acquired	73000	Direct
2014-11-03	Common Stock	M	236	$51.29	Acquired	73236	Direct
2014-11-03	Common Stock	S	3136	$56.3035	Disposed	70100	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-03	Stock Options	$52.81	M	1500	Disposed	2018-05-02	BMI Common Stock (1500)	Direct
2014-11-03	Stock Options	$38.69	M	600	Disposed	2019-05-01	BMI Common Stock (600)	Direct
2014-11-03	Stock Options	$38.41	M	240	Disposed	2020-05-07	BMI Common Stock (240)	Direct
2014-11-03	Stock Options	$36.59	M	240	Disposed	2021-05-06	BMI Common Stock (240)	Direct
2014-11-03	Stock Options	$36.15	M	320	Disposed	2022-05-04	BMI Common Stock (320)	Direct
2014-11-03	Stock Options	$51.29	M	236	Disposed	2023-03-01	BMI Common Stock (236)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6230.9979	Indirect
Common Stock	2212	Indirect
Common Stock	630	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$54.36	2024-03-07	BMI Common Stock (1208)	1208	Direct

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually received ranged from $56.30 to $56.3260. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.

F2: Stock Options are granted on a one-for-one basis.