BADGER METER INC — Director's Dealing 2014

May 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2014-05-06

Reporting Person: JOHNSON RICHARD E (Sr. VP-Finance, Treas & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-06	Common Stock	J	2000	$48.74	Acquired	91092	Direct
2014-05-06	Common Stock	J	2000	—	Disposed	6802	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2266.9298	Indirect
Common Stock	32000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$52.81	2018-05-02	BMI Common Stock (3000)	3000	Direct
Stock Options	$38.69	2019-05-01	BMI Common Stock (5400)	5400	Direct
Stock Options	$38.41	2020-05-07	BMI Common Stock (3000)	3000	Direct
Stock Options	$36.59	2021-05-06	BMI Common Stock (5000)	5000	Direct
Stock Options	$36.15	2022-05-04	BMI Common Stock (7500)	7500	Direct
Stock Options	$51.29	2023-03-01	BMI Common Stock (3150)	3150	Direct
Stock Options	$54.36	2024-03-07	BMI Common Stock (3288)	3288	Direct

Footnotes

F1: Restricted Stock granted 5/06/2011, pursuant to the Company's 2011 Omnibus Incentive Plan approved by shareholders 4/29/2011, vested after a three-year holding period. The shares vested at the closing price on 5/06/2014 and were transferred to direct ownership.

F2: Price of Badger Meter, Inc. Common Stock on 5/06/2014, the date of vesting, was $48.74/share.