Xylem Inc. — Director's Dealing 2017

Mar 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2017-02-27

Reporting Person: Brannemo Tomas (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-27	Common Stock	S	230	$48.3048	Disposed	18877	Direct
2017-02-28	Common Stock	S	589	$48.5148	Disposed	18288	Direct

Footnotes

F1: Reflects the sale of shares of common stock to cover the tax liability incident to the vesting of restricted stock units granted on February 24, 2016 under the Xylem 2011 Omnibus Incentive Plan.

F2: This price represents the approximate 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 $48.3034 to $48.305 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.

F3: Reflects the sale of shares of common stock to cover the tax liability incident to the vesting of restricted stock units granted on February 25, 2014 under the Xylem 2011 Omnibus Incentive Plan.

F4: This price represents the approximate weighted average price per Share of the Issuer, of sales that were executed at prices ranging from $48.5135 to $48.515 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