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Xylem Inc. Director's Dealing 2011

Nov 9, 2011

30109_dirs_2011-11-09_199da9f8-ad0b-42e8-89eb-9d38efd02811.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: Speetzen Michael T (Chief Financial Officer & SVP)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-11-07 Common Stock A 22724 $0.00 Acquired 48732 Direct
2011-11-07 Common Stock A 4810 $0.00 Acquired 53542 Direct

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 67431 Acquired 2021-11-07 Common Stock (67431) Direct

Footnotes

F1: Reflects an award of restricted stock units ("RSUs"), which are scheduled to vest on November 7, 2014.

F2: 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. 1,581 RSUs were awarded in respect of 2010 TSR awards and will vest on December 31, 2012. 3,229 RSUs were awarded in respect of 2011 TSR awards and will vest on December 31, 2013.

F3: These options vest in three equal annual installments beginning on November 7, 2012.