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BADGER METER INC Director's Dealing 2017

May 3, 2017

30998_dirs_2017-05-03_8affdfcb-d399-4a1b-8927-3bbd75b62f17.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: ADAMS TODD A. (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-01 Phantom Stock Units $ A 1377 Acquired BMI Common Stock (1377) Direct

Footnotes

F1: Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable, based on the plan choices, upon the reporting person's termination of service as a director.

F2: 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.

F3: Price reflects the closing price of Badger Meter, Inc. Common Stock at 5/1/2017, the date of grant.