Sec Form 4 Filing - Begale Fred J @ BADGER METER INC - 2016-11-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Begale Fred J 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 (Last) (First) (Middle) 4545 W BROWN DEER ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/30/2016 (Street) MILWAUKEE, WI53223 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/30/2016 M 2,000 A $ 19.345 4,672 ( 1 ) D Common Stock 11/30/2016 S 2,000 D $ 36.3163 ( 2 ) 2,672 ( 1 ) D Common Stock 5,868.0616 ( 3 ) I ESSOP Common Stock 3,478 ( 3 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 $ 19.345 11/30/2016 M 2,000 05/01/2010 05/01/2019 BMI Common Stock 2,000 ( 4 ) 3,000 ( 5 ) D Stock Options $ 18.075 05/04/2013 05/04/2022 BMI Common Stock 640 640 ( 6 ) D Stock Options $ 25.645 03/01/2014 03/01/2023 BMI Common Stock 2,362 2,362 ( 6 ) D Stock Options $ 27.18 03/07/2015 03/07/2024 BMI Common Stock 2,416 2,416 ( 6 ) D Stock Options $ 28.33 03/06/2016 03/06/2025 BMI Common Stock 2,416 2,416 ( 6 ) D Stock Options $ 33.975 03/04/2017 03/04/2026 BMI Common Stock 2,064 2,064 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Begale Fred J 4545 W BROWN DEER ROAD MILWAUKEE, WI53223 VP-Engineering Signatures Fred J. Begale 12/01/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The price in Column 4 is a weighted average price. The prices actually received ranged from $36.30 to $36.325. 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 within the range for all transactions reported in this Form 4 utilizing an average weighted price. ( 3 )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. ( 4 )Stock Options are granted on a one-for-one basis. ( 5 )The amount shown reflects the number of stock options held following the reported transaction. 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. ( 6 )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.

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).

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