Sec Form 4 Filing - McShane Geri-Michelle @ Xylem Inc. - 2024-03-01

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person McShane Geri-Michelle 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) VP, Controller & CAO (Last) (First) (Middle) C/O XYLEM INC., 301 WATER STREET SE 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2024 (Street) WASHINGTON, DC20003 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 03/01/2024 A 814 ( 1 ) A $ 127.94 3,749 D Common Stock 03/01/2024 A 501 ( 2 ) A $ 127.94 4,250 D Common Stock 03/01/2024 F 516 ( 3 ) D $ 127.94 3,734 D Common Stock 03/01/2024 F 243 ( 4 ) D $ 127.94 3,491 D Common Stock 03/01/2024 A 557 ( 5 ) A $ 127.94 4,048 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (Right to buy) $ 127.94 03/01/2024 A 1,884 ( 6 ) 03/01/2034 Common Stock 1,884 $ 127.94 1,884 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McShane Geri-Michelle C/O XYLEM INC. 301 WATER STREET SE WASHINGTON, DC20003 VP, Controller & CAO Signatures /s/ Seaneen Cline, by power of attorney for Geri-Michelle McShane 03/05/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the acquisition of 814 shares of common stock upon vesting of performance-based stock units granted on March 1, 2021 under the Xylem Omnibus Incentive Plan (Amended and Restated February 24, 2016), upon achievement of performance criteria related to ROIC. ( 2 )Reflects the acquisition of 501 shares of common stock earned upon vesting of performance-based restricted stock units granted on March 1, 2021 under the Xylem Omnibus Incentive Plan (Amended and Restated February 24, 2016), upon achievement of performance criteria related to Total Shareholder Return. ( 3 )Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting of performance-based stock units granted on March 1, 2021 under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February, 24, 2016). ( 4 )Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting of restricted stock units granted on March 1, 2021 (74), March 1, 2022 (87), and March 1, 2023 (82) under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016). ( 5 )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, 2025, March 1, 2026 and March 1, 2027. ( 6 )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, 2025, March 1, 2026 and March 1, 2027.

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).

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.