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Xylem Inc. Director's Dealing 2011

Nov 9, 2011

30109_dirs_2011-11-09_a220faa9-aee4-4483-bc1c-9190d69f82f5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2011-11-07

Reporting Person: Kuchenbrod Michael (Senior Vice President)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-11-07 Employee Stock Option (Right to Buy) $24.60 A 27443 Acquired 2021-11-07 Common Stock (27443) Direct
2011-11-07 Restricted Stock Unit $ A 9248 Acquired Common Stock (9248) Direct
2011-11-07 Restricted Stock Unit $ A 4820 Acquired Common Stock (4820) Direct

Footnotes

F1: These options vest in three equal annual installments beginning on November 7, 2012.

F2: Each restricted stock unit ("RSU") represents the right to receive the cash value of one share of Xylem Inc. common stock.

F3: Each of these RSUs vests on November 7, 2014, subject to early vesting in certain circumstances in connection with a separation of service or acceleration event.

F4: Reflects the conversion of the unvested portions of cash-settled total shareholder return ("TSR") awards previously granted by ITT Corporation into RSUs of Xylem Inc. in connection with the spin-off of Xylem Inc. from ITT Corporation. These RSUs will be settled in cash.

F5: 1,687 RSUs were awarded in respect of 2010 TSR awards and will vest on December 31, 2012. 3,133 RSUs were awarded in respect of 2011 TSR awards and will vest on December 31, 2013.