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BADGER METER INC Director's Dealing 2017

May 3, 2017

30998_dirs_2017-05-03_c20536f6-f8a0-41fe-abfa-dbe13c488df0.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2017-05-01

Reporting Person: LIONE GAIL A (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-01 Common Stock A 1377 $39.50 Acquired 13287 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options $18.075 2022-05-04 BMI Common Stock (12000) 12000 Direct

Footnotes

F1: Shares granted pursuant to the 2011 Omnibus Incentive Plan as approved by shareholders on April 29, 2011 and re-approved on April 29, 2016. Non-employee directors are given an annual grant of Badger Meter Common Stock on the first business day following the Company's annual meeting. This year's grant is equal to $54,000 as rounded down to the nearest whole share based on a 10-day average closing price of the Company's Common stock.

F2: Price reflects the closing price of Badger Meter, Inc. Common Stock at 5/1/2017, the date of grant.

F3: 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.

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.