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Form 4 BADGER METER INC For: Mar 11 Filed by: Begale Fred J

March 13, 2015 2:29 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
Expires: December 31, 2014
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hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Begale Fred J
(Last) (First) (Middle)
4545 W BROWN DEER ROAD
(Street)
MILWAUKEE WI 53223
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BADGER METER INC [ BMI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP-Engineering
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/11/2015   I   406.8256 A (1) 2,278.9407 I ESSOP
Common Stock 03/12/2015   I   157.5631 A (2) 2,436.5038 I ESSOP
Common Stock               1,336 D  
Common Stock               2,868 I Restricted Stock
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $ 38.69             05/01/2010 05/01/2019 BMI Common Stock 6,000   6,000 D  
Stock Options $ 38.41             05/07/2011 05/07/2020 BMI Common Stock 240   240 D  
Stock Options $ 36.59             05/06/2012 05/06/2021 BMI Common Stock 800   800 D  
Stock Options $ 36.15             05/04/2013 05/04/2022 BMI Common Stock 960   960 D  
Stock Options $ 51.29             03/01/2014 03/01/2023 BMI Common Stock 1,181   1,181 D  
Stock Options $ 54.36             03/07/2015 03/07/2024 BMI Common Stock 1,208   1,208 D  
Stock Options $ 56.66             03/06/2016 03/06/2025 BMI Common Stock 1,115   1,115 D  
Explanation of Responses:
1. Fred J. Begale elected to make an intra-fund transfer from other 401(k) investment options into the Badger Meter Stock Fund. The Badger Meter Stock Fund shares represented on this transaction include the transfer, and shares purchased year-to-date through payroll withholding. Payroll withholding shares are typically reported annually. The Badger Meter Stock Fund shares are based on units calculated using a ratio of cash held in the fund, number of shares in the fund and stock price. The actual shares purchased were 325.4783 at a price of $56.57.
2. Fred J. Begale elected to make an intra-fund transfer from other 401(k) investment options into the Badger Meter Stock Fund. The Badger Meter Stock Fund shares represented in this transaction are based on units calculated using a ratio of cash held in the fund, number of shares in the fund and stock price. The actual shares purchased were 160.4033 at a price of $57.34.
Fred J. Begale 03/13/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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