SEC FORM 4

SEC Form 4

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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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^*

SERDYNSKI RAYMOND G

(Last)

(First)

(Middle)

4545 W. BROWN DEER ROAD

(Street)

MILWAUKEE

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-Manufacturing

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2019

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/05/2019		S		842	D	$58.4545	7,629	D
Common Stock	03/06/2019		M		2,400	A	$19.205	10,029	D
Common Stock	03/06/2019		M		2,400	A	$18.295	12,429	D
Common Stock	03/06/2019		M		3,200	A	$18.075	15,629	D
Common Stock	03/06/2019		M		2,362	A	$25.645	17,991	D
Common Stock	03/06/2019		S		10,362	D	$57.293⁽¹⁾	7,629	D
Common Stock								22,603.6423	I	ESSOP

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$19.205	03/06/2019		M			2,400	05/07/2011	05/07/2020	BMI Common Stock	2,400	⁽²⁾	0	D
Stock Options	$18.295	03/06/2019		M			2,400	05/06/2012	05/06/2021	BMI Common Stock	2,400	⁽²⁾	0	D
Stock Options	$18.075	03/06/2019		M			3,200	05/04/2013	05/04/2022	BMI Common Stock	3,200	⁽²⁾	0	D
Stock Options	$25.645	03/06/2019		M			2,362	03/01/2014	03/01/2023	BMI Common Stock	2,362	⁽²⁾	0	D
Stock Options	$27.18							03/07/2015	03/07/2024	BMI Common Stock	2,416		2,416	D
Stock Options	$28.33							03/06/2016	03/06/2025	BMI Common Stock	2,416		2,416	D
Stock Options	$33.975							03/04/2017	03/04/2026	BMI Common Stock	2,064		2,064	D
Stock Options	$36.45							03/03/2018	03/03/2027	BMI Common Stock	1,981		1,981	D
Stock Options	$48.2							03/02/2019	03/02/2028	BMI Common Stock	1,621		1,621	D

Explanation of Responses:

1. The price in Column 4 is a weighted average price. Prices actually received ranged from $57.00 to $57.475. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price for all transactions reported in this Form 4.

2. Stock Options are granted on a one-for-one basis.

Remarks:

	/s/ William R.A. Bergum, Attorney-in-Fact for Raymond G. Serdynski	03/06/2019
	** 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.