Xylem Inc. — Director's Dealing 2012

Feb 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: HAMRE JOHN J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-06	Common Stock	M	2140	$25.5271	Acquired	25964	Direct
2012-02-06	Common Stock	M	3560	$19.3965	Acquired	29524	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-01	Phantom Stock	$	J	1839.5	Acquired		Common Stock (1839.5)	Direct
2012-01-03	Phantom Stock	$	J	7.405	Acquired		Common Stock (7.405)	Direct
2012-01-03	Phantom Stock	$	A	7.405	Acquired		Common Stock (7.405)	Direct
2012-02-06	Stock Option (Right to Buy)	$25.5271	M	2140	Disposed	2012-03-08	Common Stock (2140)	Direct
2012-02-06	Stock Option (Right to Buy)	$19.3965	M	3560	Disposed	2012-05-07	Common Stock (3560)	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: 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.

F3: Credited shares of phantom stock are payable in cash following the director's termination of service on the board of directors or a date selected by the director.

F4: Represents dividend equivalent rights accrued on phantom stock which vest on the same terms as the phantom stock to which they relate.

F5: These options are fully vested and exercisable.