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Xylem Inc. Director's Dealing 2011

Nov 9, 2011

30109_dirs_2011-11-09_8498c563-61da-42cb-bec1-c06ea8f67c43.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: LUDWIG EDWARD J (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-11-07 Common Stock A 1830 $0.00 Acquired 1830 Direct
2011-11-08 Common Stock P 2000 $25.819 Acquired 3830 Direct

Footnotes

F1: Reflects the award of restricted stock units, which are scheduled to vest on the business day immediately prior to the Xylem Inc. 2012 annual shareholders' meeting.

F2: This price represents the approximate weighted average price per share of common stock of Xylem Inc. (the "Issuer"), par value $0.01 per share (each, a "Share"), of sales that were executed at prices ranging from $25.16 to $25.20 per Share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.