Xylem Inc. — Director's Dealing 2012

Dec 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2012-11-30

Reporting Person: Kuchenbrod Michael (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-30	Common Stock	M	16031	$17.353	Acquired	35384	Direct
2012-11-30	Common Stock	S	16031	$25.9922	Disposed	19353	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-30	Employee Stock Option (Right to Buy)	$17.353	M	16031	Disposed	2013-01-04	Common Stock (16031)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6063.5266	Indirect

Footnotes

F1: This price represents the 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 $25.98 to $26.02 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: As of November 30, 2012.

F3: These options are fully vested and exercisable.