BADGER METER INC — Director's Dealing 2017

Jan 31, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2017-01-30

Reporting Person: Stoll Kimberly K (VP-Sales & Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-30	Common Stock	A	432.8033	$36.95	Acquired	4584.0589	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4556	Indirect
Common Stock	1630	Direct
Common Stock	6070	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$19.205	2020-05-07	BMI Common Stock (480)	480	Direct
Stock Options	$18.295	2021-05-06	BMI Common Stock (1600)	1600	Direct
Stock Options	$18.075	2022-05-04	BMI Common Stock (2880)	2880	Direct
Stock Options	$25.645	2023-03-01	BMI Common Stock (2836)	2836	Direct
Stock Options	$27.18	2024-03-07	BMI Common Stock (2818)	2818	Direct
Stock Options	$28.33	2025-03-06	BMI Common Stock (3378)	3378	Direct
Stock Options	$33.975	2026-03-04	BMI Common Stock (2886)	2886	Direct

Footnotes

F1: Represents shares of Badger Meter stock accumulated during 2016 and early 2017 in the participant's ESSOP accounts, including defined contributions and the Company's year-end 401K match.

F2: Year end stock price for Badger Meter Common Stock used to calculate the Company's match.

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 amount shown reflects the number of shares held, adjusted for a 2-for-1 stock split effectuated by the issuer on September 15, 2016.

F5: 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.