BADGER METER INC — Director's Dealing 2016

Mar 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2016-03-01

Reporting Person: GOMEZ GREGORY M (VP-Flow Instrumentation)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Common Stock	J	900	—	Disposed	1689	Indirect
2016-03-01	Common Stock	J	900	$66.71	Acquired	7430	Direct
2016-03-02	Common Stock	S	900	$66.2799	Disposed	6530	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5889.4404	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$38.69	2019-05-01	BMI Common Stock (600)	600	Direct
Stock Options	$52.81	2018-05-02	BMI Common Stock (4500)	4500	Direct
Stock Options	$38.41	2020-05-07	BMI Common Stock (1200)	1200	Direct
Stock Options	$36.59	2021-05-06	BMI Common Stock (1200)	1200	Direct
Stock Options	$36.15	2022-05-04	BMI Common Stock (2400)	2400	Direct
Stock Options	$51.29	2023-03-01	BMI Common Stock (1418)	1418	Direct
Stock Options	$54.36	2024-03-07	BMI Common Stock (1409)	1409	Direct
Stock Options	$56.66	2025-03-06	BMI Common Stock (1689)	1689	Direct

Footnotes

F1: Restricted Stock granted 3/1/2013, pursuant to the Company's 2011 Omnibus Incentive Plan approved by shareholders 4/29/2011, vested after a three-year holding period. The shares vested at the closing price on 3/1/2016 and were transferred to direct ownership.

F2: Price of Badger Meter, Inc. Common Stock on 3/1/2016, the date of vesting, was $66.71/share.

F3: The price in Column 4 is a weighted average price. The shares of common stock were sold in multiple block transactions at prices ranging from $66.23 to $66.32 per share, inclusive. 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 in the block transactions at each price within the range.