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Xylem Inc. Director's Dealing 2012

Dec 18, 2012

30109_dirs_2012-12-18_88458edb-d7f6-4473-9917-b0df6fdbb274.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: 2012-10-19

Reporting Person: LORANGER STEVEN R (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-10-19 Phantom Stock $ J 31.693 Disposed Common Stock (31.693) Direct

Footnotes

F1: Each share of phantom stock represents the right to receive the cash value of one share of Xylem Inc. common stock.

F2: Intra-plan transfer in connection with the liquidation of the Xylem Stock Fund under a deferred compensation plan.

F3: The total amount of securities being disposed includes dividend equivalent rights accrued in transactions that were exempt from reporting under Rule 16a-11 under the Securities Exchange Act of 1934.

F4: Credited shares of phantom stock were payable in cash pursuant to the Resignation Agreement, dated as of October 14, 2011, by and between Mr. Loranger and ITT Corporation.