BADGER METER INC — Major Shareholding Notification 2007

Feb 14, 2007

SC 13G/A 1 badger13ga.htm html PUBLIC "-//IETF//DTD HTML//EN"

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 10)

BADGER METER, INC.

---

(Name of Issuer)

Common Stock, $1.00 par value

---

(Title of Class of Securities)

056525108

---

(CUSIP Number)

December 31, 2006

---

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ X ]	Rule 13d-1(b)
[ ]	Rule 13d-1(c)
[ ]	Rule 13d-1(d)

*
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

CUSIP No. 056525108 Page 2 of 9

1.	NAME OF REPORTING PERSON
	Marshall & Ilsley Corporation
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	39-0968604
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) [ ]
	(b) [ ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Wisconsin
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.	SOLE VOTING POWER
	1,008,506 (1)
6.	SHARED VOTING POWER
	19,200 (1)
7.	SOLE DISPOSITIVE POWER
	1,007,706 (1)
8.	SHARED DISPOSITIVE POWER
	20,000 (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,027,706 (1)

---

(1)

Shares are held indirectly through the Reporting Person’s wholly-owned subsidiaries, Marshall & Ilsley Trust Company N.A. and M&I Investment Management Corp.

SCHEDULE 13G

CUSIP No. 056525108 Page 3 of 9

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	Not applicable
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.3%
12.	TYPE OF REPORTING PERSON
	HC

SCHEDULE 13G

CUSIP No. 056525108 Page 4 of 9

1.	NAME OF REPORTING PERSON
	Marshall & Ilsley Trust Company N.A.
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	39-1186267
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) [ ]
	(b) [ ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.	SOLE VOTING POWER
	1,007,761
6.	SHARED VOTING POWER
	19,200
7.	SOLE DISPOSITIVE POWER
	1,006,961
8.	SHARED DISPOSITIVE POWER
	20,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,026,961
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	Not applicable
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.3%
12.	TYPE OF REPORTING PERSON
	BK

SCHEDULE 13G

CUSIP No. 056525108 Page 5 of 9

1.	NAME OF REPORTING PERSON
	M&I Investment Management Corp.
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	39-1175759
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) [ ]
	(b) [ ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Wisconsin
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.	SOLE VOTING POWER
	745
6.	SHARED VOTING POWER
	0
7.	SOLE DISPOSITIVE POWER
	745
8.	SHARED DISPOSITIVE POWER
	0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	745
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	Not applicable
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.01%
12.	TYPE OF REPORTING PERSON
	IA

SCHEDULE 13G

CUSIP No. 056525108 Page 6 of 9

ITEM 1	(a)	NAME OF ISSUER
	Badger Meter, Inc.
	(b)	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
	4545 W. Brown Deer Road, Milwaukee, WI 53223
ITEM 2	(a)	NAME OF PERSON FILING
	Marshall & Ilsley Corporation (“M&I”) and M&I’s wholly-owned subsidiaries, Marshall & Ilsley Trust Company N.A. (“M&I Trust”) and M&I Investment Management Corp. (“IMC”)
	(b)	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
	The principal office of M&I is located at 770 North Water Street, Milwaukee, Wisconsin 53202. The principal office of M&I Trust and IMC is located at 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202.
	(c)	CITIZENSHIP
	M&I and IMC are Wisconsin corporations. M&I Trust is organized under the laws of the United States.
	(d)	TITLE OF CLASS OF SECURITIES
	Common Stock
	(e)	CUSIP NUMBER
	056525108
ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 13d-1(b) OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
	(a)	[ ]	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
	(b)	[ X ]	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	[ ]	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	[ ]	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	[ X ]	An investment adviser in accordance with Section 13d-1(b)(1)(ii)(E);
	(f)	[ ]	An employee benefit plan or endowment fund in accordance with Section 13d-1(b)(1)(ii)(F);

SCHEDULE 13G

CUSIP No. 056525108 Page 7 of 9

ITEM 3. Continued	(g)	[ X ]
	(h)	[ ]	A savings association defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[ ]	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[ ]	Group, in accordance with Section 13d-1(b)(1)(ii)(J).
ITEM 4.	OWNERSHIP
	(a)	Amount Beneficially Owned
	See responses to Item 9 of the cover pages
	(b)	Percent of Class
	See responses to Item 11 of the cover pages
	(c)	Number of Shares as to which the person has:
		(i)	Sole power to vote or to direct the vote
			See responses to Item 5 of the cover pages
		(ii)	Shared power to vote or to direct the vote
			See responses to Item 6 of the cover pages
		(iii)	Sole power to dispose or to direct the disposition of
			See responses to Item 7 of the cover pages
		(iv)	Shared power to dispose or to direct the disposition of
			See responses to Item 8 of the cover pages
ITEM 5	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]
ITEM 6	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
	Marshall & Ilsley Corporation is reporting on this Schedule 13G securities held through its subsidiaries, Marshall & Ilsley Trust Company and M&I Investment Management Corp., as fiduciaries for certain employee benefit plans, trusts and/or customer accounts. As a result, participants in the plans, trust beneficiaries and customers are entitled to receive dividends and the proceeds from the sale of such securities. No such person is known to have such an interest relating to more than 5% of the class of subject securities except as follows: Badger Meter Company Stock Fund

SCHEDULE 13G

CUSIP No. 056525108 Page 8 of 9

ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
	Marshall & Ilsley Corporation is the parent holding company of Marshall & Ilsley Trust Company N.A., a bank as defined in Section 3(a)(6) of the Act, and M&I Investment Management Corp., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.
ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
	Not Applicable
ITEM 9.	NOTICE OF DISSOLUTION OF GROUP
	Not Applicable
ITEM 10.	CERTIFICATION
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2007
By: /s/ Jeffrey O. Himstreet
Jeffrey O. Himstreet
Vice President

Dated: February 13, 2007
By: /s/ Jeffrey O. Himstreet
Jeffrey O. Himstreet
Vice President, General Counsel and Secretary

Dated: February 13, 2007
By: /s/ Angela M. Palmer
Angela M. Palmer
Vice President and Chief Compliance Officer

Page 9 of 9

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Act, the undersigned agree to this filing of Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $1.00 par value, of Badger Meter, Inc. and further agree to the filing of this Agreement as an Exhibit thereto. In addition, each party to this Agreement consents to the filing of this Schedule 13G (including any and all amendments thereto) by Marshall & Ilsley Corporation.

Dated: February 13, 2007
By: /s/ Jeffrey O. Himstreet
Jeffrey O. Himstreet
Vice President

Dated: February 13, 2007
By: /s/ Jeffrey O. Himstreet
Jeffrey O. Himstreet
Vice President, General Counsel and Secretary

Dated: February 13, 2007
By: /s/ Angela M. Palmer
Angela M. Palmer
Vice President and Chief Compliance Officer