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*
Stoll Kimberly K

(Last) (First) (Middle)
4545 W BROWN DEER ROAD

(Street)
MILWAUKEE WI 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-Sales & Marketing
3. Date of Earliest Transaction (Month/Day/Year)
03/14/2019
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)
Code V Amount (A) or (D) Price
Common Stock 03/14/2019 M 564 A $27.18 9,889.002 D
Common Stock 03/14/2019 M 676 A $28.33 10,565.002 D
Common Stock 03/14/2019 M 1,732 A $33.975 12,297.002 D
Common Stock 03/14/2019 M 675 A $36.45 12,972.002 D
Common Stock 03/14/2019 S 3,647 D $56.6203(1) 9,325.002 D
Common Stock 5,304.1655 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $27.18 03/14/2019 M 564 03/07/2015 03/07/2024 BMI Common Stock 564 (2) 0 D
Stock Options $28.33 03/14/2019 M 676 03/06/2016 03/06/2025 BMI Common Stock 676 (2) 675 D
Stock Options $33.975 03/14/2019 M 1,732 03/04/2017 03/04/2026 BMI Common Stock 1,732 (2) 1,154 D
Stock Options $36.45 03/14/2019 M 675 03/03/2018 03/03/2027 BMI Common Stock 675 (2) 1,932 D
Stock Options $48.2 03/02/2019 03/02/2028 BMI Common Stock 2,027 2,027 D
Stock Options $59.85 03/01/2020 03/01/2029 BMI Common Stock 2,060 2,060 D
Explanation of Responses:
1. The price in Column 4 is a weighted average price. Prices actually received ranged from $56.60 to $56.675. 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/Kimberly K. Stoll 03/18/2019
** 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.