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: Sabol Colin R (SVP & Chief Strategy Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-01	Common Stock	A	7760	$0.00	Acquired	14814	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-01	Employee Stock Option (Right to Buy)	$28.02	A	10981	Acquired	2013-09-26	Common Stock (10981)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$32.56	A	9004	Acquired	2014-03-07	Common Stock (9004)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$29.81	A	10687	Acquired	2015-03-10	Common Stock (10687)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$18.63	A	19148	Acquired	2016-03-05	Common Stock (19148)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$30.03	A	14828	Acquired	2020-03-05	Common Stock (14828)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$32.38	A	14437	Acquired	2021-03-03	Common Stock (14437)	Direct

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: These options are fully vested and exercisable.

F3: 12,766 options are vested and exercisable and the remainder will vest on March 5, 2012.

F4: 4,942 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.