UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 2921, ~~2008~~2009

Commission file number 333-113658

Sensus Metering Systems (Bermuda 2) Ltd.		Sensus Metering Systems Inc.
Sensus (Bermuda 2) Ltd.		Sensus USA Inc.
(Exact name of registrant as specified in its charter)		(Exact name of registrant as specified in its charter)

Bermuda

98-0413362

Delaware

51-0338883

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer

Identification No.)

8537 Six Forks Road, Suite 400, Raleigh, North Carolina 27615

(Address of principal executive offices) (Zip Code)

(919) 845-4000

(Registrants’ telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~ Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 2921, ~~2008~~2009, the ~~Compensation Committee of the~~ Board of Directors of Sensus ~~Metering Systems~~ (Bermuda 21) Ltd. (~~the~~ “~~Company~~Bermuda 1”) ~~approved grants of options to Peter Mainz~~, ~~Chief Executive Officer & President, Colin Flannery, Vice President and General Counsel, and José Hernandez, Executive Vice President, Global Water & Heat, in~~ the ~~amounts~~parent of ~~40,000, 20,000 and 15,000 shares of Class B common stock of~~ Sensus ~~Metering Systems~~ (Bermuda 12) Ltd., ~~respectively.~~(“Bermuda ~~The~~2”) ~~options~~and ~~are~~its ~~service~~wholly ~~time~~owned ~~vested over five years from the date of grant~~subsidiary, ~~provided~~Sensus ~~that~~USA ~~no vesting occurs prior to the second anniversary of the date of the grant~~Inc. In(“Sensus ~~addition~~USA”), ~~the~~approved ~~vesting of the options may accelerate upon the occurrence of certain stated liquidity events. The options have~~ an ~~exercise~~amendment ~~price of $6.00 per share. The grants were made in accordance with and subject~~ to the ~~terms and conditions of the~~ Sensus Metering Systems 2007 Stock Option Plan (as so amended, the “Option Plan”). ~~The~~to ~~Company~~increase ~~expects~~the tomaximum ~~enter~~number ~~into~~shares ~~option~~of ~~agreements~~Class ~~with~~B ~~these~~common ~~named~~stock ~~executive~~of ~~officers~~Bermuda ~~substantially~~1 inavailable ~~the~~for ~~form~~grants ofunder the ~~Company’s Notice of Stock~~ Option ~~Grant~~Plan ~~and~~from ~~Nonqualified~~1,000,000 ~~Stock~~shares ~~Option~~to ~~Agreement (together~~2,000,000 ~~the “Option Agreement”)~~shares. ~~Copies~~Awards ofunder the Option Plan ~~and~~may ~~the~~be ~~Option~~granted ~~Agreement~~to employees, ~~were~~officers, ~~filed~~directors asand ~~Exhibits~~consultants ~~10.1~~of ~~and~~Bermuda ~~10.~~2, ~~respectively,~~and toSensus ~~the~~USA. ~~Company’s~~A ~~Quarterly~~copy ~~Report~~of onthe ~~Form 10-Q~~Option ~~for~~Plan ~~the~~is ~~quarterly~~attached ~~period~~hereto ~~ended~~as ~~June 30,~~Exhibit ~~2007~~10.1 and ~~are~~is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


10.1		Sensus Metering Systems 2007 Stock Option Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SENSUS METERING SYSTEMS (BERMUDA 2) LTD.
		SENSUS (BERMUDA 2) LTD.
Dated: November 3, 2008	By:	/s/ Peter Mainz
Dated: October 27, 2009		By:	/s/ Peter Mainz
	~~Name:~~	~~Peter Mainz~~Name:	Peter Mainz
	~~Title:~~	~~Chief Executive Officer & President~~Title:	Chief Executive Officer & President
		SENSUS USA INC.
Dated: October 27, 2009		By:	/s/ Peter Mainz
		Name:	Peter Mainz
		Title:	Chief Executive Officer & President

	SENSUS METERING SYSTEMS INC.
Dated: November 3, 2008	By:	/s/ Peter Mainz
	Name:	Peter Mainz
	Title:	Chief Executive Officer & President

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