Xylem Inc. - Director's Dealing 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xylem Inc. (XYL)
CIK: 0001524472
Period of Report: 2017-02-21

Reporting Person: Flinton David (Senior Vice President)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-21	Common Stock	A	2586	$0.00	Acquired	17076	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-21	Employee Stock Options (Right to Buy)	$48.33	A	11737	Acquired	2027-02-21	Common Stock (11737)	Direct

Security	Shares	Ownership
Common Stock	966.231	Indirect

F1: Reflects an award of restricted stock units which are scheduled to vest in three equal annual installments beginning on February 21, 2018.

F2: Additional shares accrued through a qualified DRIP.

F3: As of December 31, 2016

F4: These options vest in three equal annual installments beginning on February 21, 2018.