Xylem Inc. - Director's Dealing 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Napolitano Kenneth (Senior Vice President)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-01	Common Stock	A	9193	$0.00	Acquired	17879	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-01	Employee Stock Option (Right to Buy)	$21.03	A	9975	Acquired	2014-02-02	Common Stock (9975)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$25.53	A	8906	Acquired	2012-03-08	Common Stock (8906)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$32.56	A	6750	Acquired	2014-03-07	Common Stock (6750)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$29.81	A	9859	Acquired	2015-03-10	Common Stock (9859)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$18.63	A	22096	Acquired	2016-03-05	Common Stock (22096)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$30.03	A	17999	Acquired	2020-03-05	Common Stock (17999)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$32.38	A	17527	Acquired	2021-03-03	Common Stock (17527)	Direct

Security	Shares	Ownership
Common Stock	1323	Indirect

F1: As of November 1, 2011.

F2: These options are fully vested and exercisable.

F3: 14,730 options are vested and exercisable and the remainder will vest on March 5, 2012.

F4: 6,001 options are vested and exercisable and the remainder will vest in two equal annual installments beginning on March 5, 2012.

F5: These options vest in three equal annual installments beginning on March 3, 2012.