Xylem Inc. — Director's Dealing 2012

Mar 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2012-03-02

Reporting Person: McClain Gretchen W (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-02	Common Stock	A	79887	$0.00	Acquired	361186	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-02	Employee Stock Option (Right to Buy)	$26.60	A	259463	Acquired	2022-03-02	Common Stock (259463)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	120.3476	Indirect

Footnotes

F1: Reflects an award of restricted stock units which are scheduled to vest on March 2, 2015.

F2: As of February 29, 2012.

F3: These options vest in three equal annual installments beginning on March 2, 2013.