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: GRAS HORST (VP-International)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-08	Common Stock	M	1500	$52.81	Acquired	10840.616	Direct
2015-05-08	Common Stock	M	240	$38.41	Acquired	11080.616	Direct
2015-05-08	Common Stock	M	240	$36.59	Acquired	11320.616	Direct
2015-05-08	Common Stock	M	320	$36.15	Acquired	11640.616	Direct
2015-05-08	Common Stock	M	472	$51.29	Acquired	12112.616	Direct
2015-05-08	Common Stock	M	242	$54.36	Acquired	12354.616	Direct
2015-05-08	Common Stock	S	3014	$64.2376	Disposed	9340.616	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-08	Stock Options	$52.81	M	1500	Disposed	2018-05-02	BMI Common Stock (1500)	Direct
2015-05-08	Stock Options	$38.41	M	240	Disposed	2020-05-07	BMI Common Stock (240)	Direct
2015-05-08	Stock Options	$36.59	M	240	Disposed	2021-05-06	BMI Common Stock (240)	Direct
2015-05-08	Stock Options	$36.15	M	320	Disposed	2022-05-04	BMI Common Stock (320)	Direct
2015-05-08	Stock Options	$51.29	M	472	Disposed	2023-03-01	BMI Common Stock (472)	Direct
2015-05-08	Stock Options	$54.36	M	242	Disposed	2024-03-07	BMI Common Stock (242)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2068	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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 $64 to $64.42. 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.