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: Wolpert Robert E Jr. (SVP & President, Flow Control)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-01	Common Stock	A	3516	$0.00	Acquired	8042	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-01	Employee Stock Option (Right to Buy)	$29.57	A	3243	Acquired	2013-03-06	Common Stock (3243)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$32.56	A	3001	Acquired	2014-03-07	Common Stock (3001)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$29.81	A	3286	Acquired	2015-03-10	Common Stock (3286)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$18.63	A	6127	Acquired	2016-03-05	Common Stock (6127)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$30.03	A	7418	Acquired	2020-03-05	Common Stock (7418)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$32.38	A	7222	Acquired	2021-03-03	Common Stock (7222)	Direct

F1: These options are fully vested and exercisable.

F2: 4,086 options are vested and exercisable and the remainder will vest on March 5, 2012.

F3: 2,474 options are vested and exercisable and the remainder will vest in two equal annual installments beginning on March 5, 2012.

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