SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Yarkadas Hayati

(Last)

(First)

(Middle)

301 WATER ST SE

C/O XYLEM INC.

(Street)

WASHINGTON

20003

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & President, EU, WI & GLS

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2023		F		102⁽¹⁾	D	$101.09	12,773	D
Common Stock	03/01/2023		A		4,204⁽²⁾	A	$0.00	16,977	D
Common Stock	03/02/2023		M		6,076	A	$63.55	23,053	D
Common Stock	03/02/2023		M		5,035	A	$86.79	28,088	D
Common Stock	03/02/2023		S		15,942	D	$100.4271⁽³⁾	12,146	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$101.09	03/01/2023		A		14,625		⁽⁴⁾	03/01/2033	Common Stock	14,625	$101.09	14,625	D
Stock Option (Right to Buy)	$86.76	03/02/2023		M			5,035	⁽⁵⁾	03/01/2032	Common Stock	5,035	$0.00	0.00	D
Stock Option (Right to Buy)	$63.55	03/02/2023		M			6,076	⁽⁶⁾	02/27/2030	Common Stock	6,076	$0.00	0.00	D

Explanation of Responses:

1. Reflects units withheld to pay the tax liability incident to the vesting of restricted stock units granted on March 1, 2021 (40) and March 1, 2022 (62) under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016)

2. Reflects an award of restricted stock units pursuant to the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016) that are scheduled to vest in one third increments on March 1, 2024, March 1, 2025 and March 1, 2026.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.27 to $100.64, inclusive. The reporting person undertakes to provide to Xylem, Inc., any security holder of Xylem, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price with the ranges set forth in Footnote 3 to this Form 4.

4. Reflects an award of non-qualified stock options pursuant to the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016) that are scheduled to vest in one-third increments on March 1, 2024, March 1, 2025 and March 1, 2026.

5. The May 7, 2020 option grant vested in one-third increments on February 27, 2021, February 27, 2022 and February 27, 2023.

6. The March 1, 2022 option grant vested one-third on March 1, 2023, and will vest one-third on each of March 1, 2024 and March 1, 2025.

Remarks:

	/s/ Callie Plant, by power of attorney for Hayati Yarkadas	03/03/2023
	** 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 4 (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).
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