BADGER METER INC — Director's Dealing 2015

May 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2015-05-08

Reporting Person: Begale Fred J (VP-Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-08	Common Stock	M	240	$38.41	Acquired	2076	Direct
2015-05-08	Common Stock	M	400	$36.59	Acquired	2476	Direct
2015-05-08	Common Stock	M	320	$36.15	Acquired	2796	Direct
2015-05-08	Common Stock	S	960	$63.69	Disposed	1836	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-08	Stock Options	$36.59	M	400	Disposed	2021-05-06	BMI Common Stock (400)	Direct
2015-05-08	Stock Options	$36.15	M	320	Disposed	2022-05-04	BMI Common Stock (320)	Direct
2015-05-08	Stock Options	$38.41	M	240	Disposed	2020-05-07	BMI Common Stock (240)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2436.5038	Indirect
Common Stock	2068	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$38.69	2019-05-01	BMI Common Stock (5000)	5000	Direct
Stock Options	$51.29	2023-03-01	BMI Common Stock (1181)	1181	Direct
Stock Options	$54.36	2024-03-07	BMI Common Stock (1208)	1208	Direct
Stock Options	$56.66	2025-03-06	BMI Common Stock (1208)	1208	Direct

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually received ranged from $63.59 to $64.00. 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.