Xylem Inc. — Director's Dealing 2012

Apr 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2012-04-09

Reporting Person: Wolpert Robert E Jr. (SVP & President, Flow Control)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-09	Common Stock	M	6127	$18.633	Acquired	30197	Direct
2012-04-09	Common Stock	S	6127	$27.3718	Disposed	24070	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-09	Employee Stock Option (Right to Buy)	$18.633	M	6127	Disposed	2012-04-09	Common Stock (6127)	Direct

Footnotes

F1: 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 27.3700 to 27.3740 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.

F2: These options are fully vested and exercisable.