Xylem Inc. — Director's Dealing 2011

Nov 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2011-11-01

Reporting Person: HAMRE JOHN J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-01	Common Stock	A	5265	$0.00	Acquired	21994	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-01	Stock Option (Right to Buy)	$19.40	A	3560	Acquired	2012-05-07	Common Stock (3560)	Direct
2011-11-01	Stock Option (Right to Buy)	$17.35	A	2420	Acquired	2013-01-04	Common Stock (2420)	Direct
2011-11-01	Stock Option (Right to Buy)	$21.03	A	2480	Acquired	2014-02-02	Common Stock (2480)	Direct
2011-11-01	Stock Option (Right to Buy)	$25.53	A	2140	Acquired	2012-03-08	Common Stock (2140)	Direct
2011-11-01	Stock Option (Right to Buy)	$29.57	A	3040	Acquired	2013-03-06	Common Stock (3040)	Direct
2011-11-01	Stock Option (Right to Buy)	$32.56	A	2700	Acquired	2014-03-07	Common Stock (2700)	Direct
2011-11-01	Stock Option (Right to Buy)	$29.81	A	2960	Acquired	2015-03-10	Common Stock (2960)	Direct
2011-11-01	Stock Option (Right to Buy)	$18.63	A	3970	Acquired	2016-03-05	Common Stock (3970)	Direct
2011-11-01	Stock Option (Right to Buy)	$30.03	A	2860	Acquired	2020-03-05	Common Stock (2860)	Direct
2011-11-01	Phantom Stock	$	A	1840	Acquired		Common Stock (1840)	Direct

Footnotes

F1: These options are fully vested and exercisable.

F2: 2,647 options are vested and exercisable and the remainder will vest on March 5, 2012.

F3: 954 options are vested and exercisable and the remainder will vest in two equal annual installments beginning on March 5, 2012.

F4: Each share of phantom stock represents the right to receive the cash value of 1 share of Xylem Inc. common stock.

F5: Credited shares of phantom stock are payable in cash following the director's termination of service on the board of directors or a date selected by the director.