BADGER METER INC — Director's Dealing 2016

May 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2016-05-02

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-02	Phantom Stock Units	$0.00	A	753	Acquired	1988-08-08	BMI Common Stock (753)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	87500	Direct
Common Stock	26300	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$24.94	2017-05-04	BMI Common Stock (2000)	2000	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 May 2, 2016 for the value of $54,000 rounded down to the nearest whole share. The units were calculated based on a 10-day average closing price of the company stock.

F2: Ten-day average closing price of Badger Meter, Inc. Common Stock at 5/2/2016, the date of grant.