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: Speetzen Michael T (Chief Financial Officer & SVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-01	Common Stock	A	13285	$0.00	Acquired	26008	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-01	Employee Stock Option (Right to Buy)	$18.63	A	8772	Acquired	2016-03-05	Common Stock (8772)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$30.03	A	12709	Acquired	2020-03-05	Common Stock (12709)	Direct
2011-11-01	Employee Stock Option (Right to Buy)	$32.38	A	13608	Acquired	2021-03-03	Common Stock (13608)	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: 2,880 options are vested and exercisable and the remaining 5,892 options will vest on March 5, 2012.

F3: 4,237 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.