Xylem Inc. — Director's Dealing 2012

Feb 13, 2012

SEC Form 4/A — Form 4/A

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

Reporting Person: LORANGER STEVEN R (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-01	Phantom Stock	$	J	39	Acquired		Common Stock (39)	Direct

Footnotes

F1: Each share of phantom stock represents the right to receive the cash value of one share of Xylem Inc. common stock.

F2: The purpose of this amendment is to correct the Transaction Code, the Number of Derivative Securities Acquired, the Amount of Underlying Securities, and the Number of Derivative Securities Beneficially Owned Following Reported Transaction. The Transaction Code was incorrectly reported as "A" on the original Form 4. Each of the amounts were mistakenly reported as "20" in the original Form 4.

F3: These shares of phantom stock were equity awards formerly granted by ITT Corporation and were converted by ITT Corporation into phantom stock of Xylem Inc. in connection with the spin-off of Xylem Inc. from ITT Corporation.

F4: Credited shares of phantom stock are payable in cash pursuant to the Resignation Agreement, dated as of October 14, 2011, by and between Mr. Loranger and ITT Corporation.