Xylem Inc. — Director's Dealing 2012

Sep 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2012-09-07

Reporting Person: LORANGER STEVEN R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-07	Common Stock	M	25000	$23.3095	Acquired	176144	Direct
2012-09-07	Common Stock	S	24500	$25.0137	Disposed	151644	Direct
2012-09-10	Common Stock	M	50000	$23.3095	Acquired	201644	Direct
2012-09-10	Common Stock	S	48750	$24.8189	Disposed	152894	Direct
2012-09-11	Common Stock	M	50000	$23.3095	Acquired	202894	Direct
2012-09-11	Common Stock	S	48600	$25.103	Disposed	154294	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-09-07	Stock Option (Right to Buy)	$23.3095	M	25000	Disposed	2012-10-31	Common Stock (25000)	Direct
2012-09-10	Stock Option (Right to Buy)	$23.3095	M	50000	Disposed	2012-10-31	Common Stock (50000)	Direct
2012-09-11	Stock Option (Right to Buy)	$23.3095	M	50000	Disposed	2012-10-31	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	307.88	Indirect
Common Stock	14973	Indirect
Common Stock	50551	Indirect

Footnotes

F1: The reporting person exercised options due to expire on October 31, 2012 and subsequently sold only enough shares to cover the cost of the exercise and taxes and is retaining the remaining shares acquired upon exercise.

F2: This price represents the approximate weighted average price per share of common stock (each, a "Share") of Xylem Inc. (the "Issuer"), of sales that were executed at prices ranging from 24.89 to 25.10 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: This price represents the approximate weighted average price per share of common stock (each, a "Share") of Xylem Inc. (the "Issuer"), of sales that were executed at prices ranging from 24.64 to 24.95 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.

F4: This price represents the approximate weighted average price per share of common stock (each, a "Share") of Xylem Inc. (the "Issuer"), of sales that were executed at prices ranging from 24.97 to 25.3904 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.

F5: As of September 10, 2012

F6: These options are fully vested and exercisable.