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Xylem Inc. Director's Dealing 2012

Feb 13, 2012

30109_dirs_2012-02-13_a86928ec-e255-43b2-a027-777f3a9dbc6e.zip

Director's Dealing

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SEC Form 4/A — Form 4/A

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2011-11-01

Reporting Person: Sabol Colin R (SVP & Chief Strategy Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-11-01 Common Stock A 7760 $0.00 Acquired 16314 Direct

Footnotes

F1: Securities reported herein as having been acquired were equity awards formerly granted by ITT Corporation converted into equity awards of Xylem Inc. in connection with the spin-off of Xylem Inc. from ITT Corporation.

F2: The total amount of securities beneficially owned following the reported transactions includes securities that were received in connection with the spin-off of Xylem Inc. from ITT Corporation in a transaction that was exempt from reporting under Rule 16a-9 under the Securities Exchange Act of 1934.

F3: The purpose of this amendment is to correct the "Amount of Securities Beneficially Owned Following Reported Transactions." The "Amount of Securities Beneficially Owned Following Reported Transactions" was mistakenly reported as "14814" in the original Form 4. The "Amount of Securities Acquired" reported in the original Form 4 was correct.