BADGER METER INC — Director's Dealing 2015

Mar 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2015-03-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-02	Common Stock	M	1500	$18.325	Acquired	36200	Direct
2015-03-02	Common Stock	M	2000	$31.41	Acquired	38200	Direct
2015-03-02	Common Stock	S	6500	$59.007	Disposed	31700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-17	Phantom Stock Units	$0.00	J	45.3879	Acquired	1988-08-08	BMI Common Stock (45.3879)	Direct
2015-03-02	Stock Options	$31.41	M	2000	Disposed	2016-05-05	BMI Common Stock (2000)	Direct
2015-03-02	Stock Options	$18.325	M	1500	Disposed	2015-05-09	BMI Common Stock (1500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	88500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$24.94	2017-05-04	BMI Common Stock (3600)	3600	Direct

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually received ranged from $59.00 to $59.10. 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: Phantom stock units accrued during 2014 as interest.

F3: Stock Options are granted on a one-for-one basis.