BADGER METER INC — Director's Dealing 2016

Nov 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2016-11-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-10	Common Stock	S	5000	$34.519	Disposed	180384	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4826.1136	Indirect
Common Stock	9398	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$18.295	2021-05-06	BMI Common Stock (2000)	2000	Direct
Stock Options	$18.075	2022-05-04	BMI Common Stock (6000)	6000	Direct
Stock Options	$25.645	2023-03-01	BMI Common Stock (3780)	3780	Direct
Stock Options	$27.18	2024-03-07	BMI Common Stock (5262)	5262	Direct
Stock Options	$28.33	2025-03-06	BMI Common Stock (6498)	6498	Direct
Stock Options	$33.975	2026-03-04	BMI Common Stock (5552)	5552	Direct

Footnotes

F1: The price in Column 4 is a weighted average price. The prices actually received ranged from $34.50 to $34.70. 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: The amount shown reflects the number of shares held following the reported transaction, as adjusted for a 2-for-1 stock split effectuated by the issuer on September 15, 2016.

F3: The amount shown reflects the number of shares held, adjusted for a 2-for-1 stock split effectuated by the issuer on September 15, 2016.

F4: The stock option grant price and number of stock options has been adjusted to reflect a 2-for-1 stock split effectuated by the issuer on September 15, 2016.