Xylem Inc. — Director's Dealing 2012

Nov 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2012-11-08

Reporting Person: HAMRE JOHN J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-08	Common Stock	M	2420	$17.353	Acquired	35387	Direct
2012-11-08	Common Stock	S	1697	$24.95	Disposed	33690	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-08	Stock Option (Right to Buy)	$17.353	M	2420	Disposed	2013-01-04	Common Stock (2420)	Direct

Footnotes

F1: The reporting person exercised options due to expire on January 4, 2013 and subsequently sold only enough shares of common stock to cover the cost of the exercise of the options and is retaining the remaining shares acquired upon exercise.

F2: This price represents the approximate weighted average price per share of common stock of Xylem Inc. (the "Issuer"), of sales that were executed at prices ranging from 24.95 to 24.9507 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.

F3: These options are fully vested and exercisable.