BADGER METER INC — Director's Dealing 2014

Apr 30, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2014-04-28

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-28	Phantom Stock Units	$0.00	A	987	Acquired	1988-08-08	BMI Common Stock (987)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	88500	Direct
Common Stock	35700	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$18.325	2015-05-09	BMI Common Stock (1500)	1500	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's stock grant made on April 28, 2014 for the value of $50,000 rounded down to the nearest whole share. The units were calculated at the closing price of the company stock on 4/28/2014. Total includes an additional 33.033 phantom units accrued during 2013 as interest on the balance at year end.

F2: Closing price of Badger Meter, Inc. Common Stock at 4/28/2014, the date of grant.

F3: When a director chooses to exit the Director Deferred Compensation Plan all proceeds are paid out in cash.