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: McClain Gretchen W (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-01	Common Stock	A	70736	$0.00	Acquired	155292	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-01	Employee Stock Option (Right to Buy)	$31.21	A	59374	Acquired	2012-09-19	Common Stock (59374)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$29.57	A	15541	Acquired	2013-03-06	Common Stock (15541)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$32.56	A	26994	Acquired	2014-03-07	Common Stock (26994)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$29.81	A	29693	Acquired	2015-03-10	Common Stock (29693)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$18.63	A	53669	Acquired	2016-03-05	Common Stock (53669)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$30.03	A	42837	Acquired	2020-03-05	Common Stock (42837)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$32.38	A	59598	Acquired	2021-03-03	Common Stock (59598)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	123	Indirect

Footnotes

F1: The total amount of securities beneficially owned following the reported transactions includes securities that were received in connection with the spin-off of Xylem Inc. from ITT Corporation in a transaction that was exempt from reporting under Rule 16a-9 under the Securities Exchange Act of 1934.

F2: As of November 1, 2011.

F3: These options are fully vested and exercisable.