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: Jimenez Frank R (SVP & GC & Corp Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-01	Common Stock	A	12665	$0.00	Acquired	20066	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-01	Employee Stock Option (Right to Buy)	$25.72	A	29452	Acquired	2016-06-09	Common Stock (29452)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$30.03	A	21179	Acquired	2020-03-05	Common Stock (21179)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$32.38	A	28865	Acquired	2021-03-03	Common Stock (28865)	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: 19,636 options are vested and exercisable and the remainder will vest on June 9, 2012.

F3: 7,060 options are vested and exercisable and the remainder will vest in two equal annual installments beginning on March 5, 2012.

F4: These options will vest in three equal annual installments beginning on March 3, 2012.