SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Brannemo Tomas

(Last)

(First)

(Middle)

1 INTERNATIONAL DRIVE

C/O XYLEM INC.

(Street)

RYE BROOK

10573

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2014

3. Issuer Name and Ticker or Trading Symbol
Xylem Inc. [ XYL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Transport

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,976⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	11/07/2014	11/07/2021	Common Stock	1,790	$24.6	D
Stock Option (Right to Buy)	⁽²⁾	03/01/2023	Common Stock	5,494	$27.49	D
Stock Option (Right to Buy)	⁽³⁾	02/25/2024	Common Stock	6,807	$38.76	D

Explanation of Responses:

1. Reflects Resrticted Stock Units scheduled to vest as follows: 1,707 on November 7, 2014; 3,383 on March 2, 2015; 2,183 on March 1, 2016; and 1,703 on February 25, 2017.

2. 5494 options will vest in two equal parts on March 1, 2015 and March 1, 2016.

3. 6807 options vest in three equal parts on February 25, 2016, February 25, 2016 and February 25, 2017.

Remarks:

Please see attached POA on Exhibit 24.

	/s/ Hannah Skeete, Securities Counsel Xylem Inc., by power of attorney for Tomas Brannemo	05/14/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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