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^*

BERGUM WILLIAM R A

(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-Gen. Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2015

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)
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	05/04/2015		J⁽¹⁾		800	D	⁽²⁾	2,068	I	Restricted Stock
Common Stock	05/04/2015		J⁽¹⁾		800	A	$63.01⁽²⁾	4,600	D
Common Stock	05/05/2015		S		800	D	$62.5445⁽³⁾	3,800	D
Common Stock								5,756.7547	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	$52.81							05/02/2009	05/02/2018	BMI Common Stock	1,500		1,500	D
Stock Options	$38.69							05/01/2010	05/01/2019	BMI Common Stock	1,000		1,000	D
Stock Options	$38.41							05/07/2011	05/07/2020	BMI Common Stock	1,200		1,200	D
Stock Options	$36.59							05/06/2012	05/06/2021	BMI Common Stock	1,200		1,200	D
Stock Options	$36.15							05/04/2013	05/04/2022	BMI Common Stock	1,600		1,600	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	1,208		1,208	D

Explanation of Responses:

1. Restricted Stock granted 5/4/2012, pursuant to the Company's 2011 Omnibus Incentive Plan approved by shareholders 4/29/2011, vested after a three-year holding period. The shares vested at the closing price on 5/4/2015 and were transferred to direct ownership.

2. Price of Badger Meter, Inc. Common Stock on 5/4/2015, the date of vesting, was $63.01/share.

3. The price in Column 4 is a weighted average price. The shares of common stock were sold in multiple block transactions at prices ranging from $62.35 to $62.69 per share, inclusive. 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 in the block transactions at each price within the range.

Remarks:

	William R.A. Bergum	05/06/2015
	** 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).
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