Horst Gras Form 4 BADGER METER / HORST GRAS ownership change

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^*

GRAS HORST

(Last) (First) (Middle)

NURTINGER STR. 76

(Street)

NEUFFEN 2M 72639

(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-International

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2017

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	05/08/2017		M		1,280	A	$18.075	18,878.232	D
Common Stock	05/08/2017		M		965	A	$27.18	19,843.232	D
Common Stock	05/08/2017		M		966	A	$28.33	20,809.232	D
Common Stock	05/08/2017		M		412	A	$33.975	21,221.232	D
Common Stock	05/08/2017		M		945	A	$25.645	22,166.232	D
Common Stock	05/08/2017		S		4,568	D	$38.9093(1)	17,598.232	D

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	$18.075	05/08/2017		M			1,280	05/04/2013	05/04/2022	BMI Common Stock	1,280	(2)	0	D
Stock Options	$25.645	05/08/2017		M			945	03/01/2014	03/01/2023	BMI Common Stock	945	(2)	473	D
Stock Options	$27.18	05/08/2017		M			964	03/07/2015	03/07/2024	BMI Common Stock	965	(2)	968	D
Stock Options	$28.33	05/08/2017		M			966	03/06/2016	03/06/2025	BMI Common Stock	966	(2)	1,450	D
Stock Options	$33.975	05/08/2017		M			412	03/04/2017	03/04/2026	BMI Common Stock	412	(2)	1,652	D
Stock Options	$36.45							03/03/2018	03/03/2027	BMI Common Stock	1,981		1,981	D

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The prices actually received ranged from $38.85 to $38.95. 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.

Remarks:

	Horst E. Gras	05/10/2017
	** 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.