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: SMILEY BEVERLY L P (VP-Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	Common Stock	J	750	$66.71	Acquired	54750	Direct
2016-03-01	Common Stock	J	750	—	Disposed	1318	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6354.8683	Indirect
Common Stock	630	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$51.29	2023-03-01	BMI Common Stock (709)	709	Direct
Stock Options	$38.41	2020-05-07	BMI Common Stock (240)	240	Direct
Stock Options	$36.59	2021-05-06	BMI Common Stock (480)	480	Direct
Stock Options	$36.15	2022-05-04	BMI Common Stock (960)	960	Direct
Stock Options	$54.36	2024-03-07	BMI Common Stock (966)	966	Direct
Stock Options	$56.66	2025-03-06	BMI Common Stock (1208)	1208	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.