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^*

Flinton David

(Last)

(First)

(Middle)

C/O XYLEM INC.

1 INTERNATIONAL DRIVE

(Street)

RYE BROOK

10573

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/17/2019

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)
	Senior Vice President

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	2,586⁽¹⁾	D
Common Stock	1,829⁽²⁾	D
Common Stock	2,025⁽³⁾	D
Common Stock	17,270	D
Common Stock	997	I	By 401(k) Plan

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)
Employee Stock Option (Right to Buy)	⁽⁴⁾	11/07/2021	Common Stock	3,325	$24.6	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	03/01/2023	Common Stock	6,525	$27.49	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	02/25/2024	Common Stock	5,255	$38.76	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	02/24/2025	Common Stock	6,448	$35.96	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	02/24/2026	Common Stock	12,472	$37.47	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	02/21/2027	Common Stock	11,737	$48.33	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	02/21/2028	Common Stock	8,003	$75.18	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	02/20/2019	Common Stock	8,792	$74.07	D

Explanation of Responses:

1. Reflects an RSU award which vested as follows: 862 units vested on Feb 21, 2018, 86s units vested on Feb 21, 2019. 862 units are scheduled to vest on Feb 21, 2020. Each restricted stock unit represents the right to receive one share of common stock upon vesting.

2. Reflects an RSU award which vests as follows: 610 units vested on Feb 21, 2019. 610 units are scheduled to vest on Feb 21, 2020 and 609 units will vest on Feb 21, 2021. Each restricted stock unit represents the right to receive one share of common stock upon vesting

3. Reflects an RSU award which vests as follows: 669 units will vest on Feb 20, 2020, 668 units will vest on Feb 20, 2021 and 668 units will vest on Feb 20, 2022. Each restricted stock unit represents the right to receive one share of common stock upon vesting

4. These options are fully vested and exercisable

5. 7,825 options are vested. 3,912 options are scheduled to vest on Feb 21, 2020.

6. 2,668 options vested on Feb 21, 2019. 2,668 options are scheduled to vest on Feb 21, 2020 and 2,667 options are scheduled to vest on Feb 21, 2021.

7. 2,902 options are scheduled to vest on Feb 20, 2020. 2,901 options are scheduled to vest on Feb 20, 2021. 2,989 options are scheduled to vest on Feb 20, 2022

Remarks:

	/s/: Kimberly Rehm, by power of attorney for David Flinton	10/25/2019
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.