BADGER METER INC — Director's Dealing 2017

May 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2017-04-28

Reporting Person: ADAMS TODD A. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-28	Phantom Stock Units	$	A	81.63	Acquired		BMI Common Stock (81.63)	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 in cash upon the reporting person's termination of service as a director.

F2: The phantom stock units were accrued in Mr. Adams' Badger Meter, Inc. Director Deferred Compensation Plan account as payment for the board meeting fee for April 28, 2017 in the amount of $3,000. The phantom stock units were computed at $36.75, the 3/31/2017 closing price of the Company's stock, as required by the plan.