Sec Form 4 Filing - McShane Geri-Michelle @ Xylem Inc. - 2020-02-21

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

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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) Chief Accounting Officer (Last) (First) (Middle) C/O XYLEM INC., 1 INTERNATIONAL DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/21/2020 (Street) RYE BROOK, NY10573 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 02/21/2020 F 48 ( 1 ) D $ 88.52 1,083 D Common Stock 02/21/2020 F 31 ( 2 ) D $ 88.52 1,052 D Common Stock 02/21/2020 A 362 ( 3 ) A $ 0 1,414 D Common Stock 02/21/2020 F 134 ( 4 ) D $ 88.52 1,280 D Common Stock 02/21/2020 A 503 ( 5 ) A $ 0 1,783 D Common Stock 02/21/2020 F 198 ( 4 ) D $ 88.52 1,585 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. Transacti on 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McShane Geri-Michelle C/O XYLEM INC. 1 INTERNATIONAL DRIVE RYE BROOK, NY10573 Chief Accounting Officer Signatures /s/ Kimberly Rehm with power of attorney for Geri-Michelle McShane 02/25/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the withholding of common stock to pay the tax liability incident to the vesting of restricted stock units granted on Feb 21, 2017 under the Xylem 2011 Omnibus Incentive Plan. ( 2 )Reflects the withholding of common stock to pay the tax liability incident to the vesting of restricted stock units granted on Feb 21, 2018 under the Xylem 2011 Omnibus Incentive Plan. ( 3 )Reflects the acquisition of 362 shares common stock upon vesting of performance based restricted stock units granted on February 21, 2017 upon achievement of performance criteria related to Return on Invested Capital (ROIC) ( 4 )Reflects the withholding of common stock to pay the tax liability incident to the vesting of performance stock units granted on Feb 21, 2017 under the Xylem 2011 Omnibus Incentive Plan. ( 5 )Reflects the acquisition of 503 shares common stock upon vesting of performance based restricted stock units granted on February 21, 2017 upon achievement of performance criteria related to Total Shareowner return (TSR)

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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