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: MOHAPATRA SURYA N (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-01	Common Stock	A	1355	$0.00	Acquired	8895	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
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)	$32.33	A	680	Acquired	2015-02-15	Common Stock (680)	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

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.