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: Kuchenbrod Michael (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-01	Common Stock	A	7308	$0.00	Acquired	9015	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-01	Restricted Stock Unit	$	A	8189	Acquired		Common Stock (8189)	Direct

Footnotes

F1: The purpose of this amendment is to correct the number of "Securities Acquired" and the total "Amount of Securities Beneficially Owned Following Reported Transaction" in Table I, and to add a corresponding transaction to Table II. The acquisition of 15,497 shares reported in Table I on the original Form 4 included 8,189 cash-settled restricted stock units ("RSUs") and 7,308 stock-settled restricted RSUs. The cash-settled RSUs were incorrectly reported as non-derivative securities in Table I. This amended Form 4 correctly reports the 8,189 cash-settled RSUs in Table II.

F2: Each of these RSUs represents the right to receive the cash value of one share of Xylem Inc. common stock.

F3: Of these RSUs, 4,230 will vest on March 5, 2012 and 3,959 will vest on March 5, 2013, in each case, subject to early vesting in certain circumstances in connection with a separation of service or acceleration event.