Sec Form 4 Filing - MEEUSEN RICHARD A @ BADGER METER INC - 2017-03-14

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 MEEUSEN RICHARD A 2. Issuer Name and Ticker or Trading Symbol BADGER METER INC [ BMI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, President & CEO (Last) (First) (Middle) 4545 W BROWN DEER ROAD, P.O. BOX 245036 3. Date of Earliest Transaction (MM/DD/YY) 03/14/2017 (Street) MILWAUKEE, WI53224-9536 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 03/14/2017 M 10,684 A $ 19.345 247,504 D Common Stock 03/14/2017 S 10,684 D $ 34.6668 ( 1 ) 236,820 D Common Stock 8,426.4521 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 (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 03/14/2017 M 10,684 05/01/2010 05/01/2019 BMI Common Stock 10,684 ( 2 ) 0 D Stock Options $ 19.205 05/07/2011 05/07/2020 BMI Common Stock 20,400 20,400 D Stock Options $ 18.295 05/06/2012 05/06/2021 BMI Common Stock 26,600 26,600 D Stock Options $ 18.075 05/04/2013 05/04/2022 BMI Common Stock 37,600 37,600 D Stock Options $ 25.645 03/01/2014 03/01/2023 BMI Common Stock 22,734 22,734 D Stock Options $ 27.18 03/07/2015 03/07/2024 BMI Common Stock 23,624 23,624 D Stock Options $ 28.33 03/06/2016 03/06/2025 BMI Common Stock 24,176 24,176 D Stock Options $ 33.975 03/04/2017 03/04/2026 BMI Common Stock 20,658 20,658 D Stock Options $ 36.45 03/03/2018 03/03/2027 BMI Common Stock 20,340 20,340 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MEEUSEN RICHARD A 4545 W BROWN DEER ROAD P.O. BOX 245036 MILWAUKEE, WI53224-9536 X Chairman, President & CEO Signatures Richard A. Meeusen 03/15/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price in Column 4 is a weighted average price. The prices actually received ranged from $34.45 to $34.825. 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. ( 2 )Stock Options are granted on a one-for-one basis.

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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