Sec Form 4 Filing - Flinton David @ Xylem Inc. - 2020-10-05

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 Flinton David 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) Senior Vice President (Last) (First) (Middle) C/O XYLEM INC., 1 INTERNATIONAL DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 10/05/2020 (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 10/05/2020 M 6,448 ( 1 ) A $ 35.96 32,205 D Common Stock 10/05/2020 S 6,448 ( 1 ) D $ 86.0499 ( 2 ) 25,757 D Common Stock 10/05/2020 M 12,472 ( 1 ) A $ 37.47 38,229 D Common Stock 10/05/2020 S 12,472 ( 1 ) D $ 86.0465 ( 3 ) 25,757 D Common Stock 10/05/2020 M 11,737 ( 1 ) A $ 48.33 37,494 D Common Stock 10/05/2020 S 11,737 ( 1 ) D $ 86.0524 ( 4 ) 25,757 D Common Stock 10/05/2020 S 2,729 ( 5 ) D $ 86.0489 ( 6 ) 23,028 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 Employee Stock Option (Right to Buy) $ 35.96 10/05/2020 M 6,448 ( 7 ) 02/24/2025 Common 6,448 $ 0 0 D Employee Stock Option (Right to Buy) $ 37.47 10/05/2020 M 12,472 ( 8 ) 02/24/2026 Common 12,472 $ 0 0 D Employee Stock Option (Right to Buy) $ 48.33 10/05/2020 M 11,737 ( 9 ) 02/21/2027 Common 11,737 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flinton David C/O XYLEM INC. 1 INTERNATIONAL DRIVE RYE BROOK, NY10573 Senior Vice President Signatures /s/ Kimberly Rehm, by power of attorney for David R. Flinton 10/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options were exercised and sold pursuant to the Reporting Person's 10b5-1 Plan which was adopted on September 4, 2020 ( 2 )This price represents the approximate weighted average price per share of common stock (each, a "Share") of Xylem Inc. (the "Issuer"). 2,200 shares were executed at prices ranging from $85.04 to $86.03 per Share. 4,248 shares were executed at prices ranging from $86.05 to $86.52. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price ( 3 )This price represents the approximate weighted average price per share of common stock (each, a "Share") of Xylem Inc. (the "Issuer"). 2,720 shares were executed at prices ranging from $84.92 to $85.88 per Share. 9,752 shares were executed at prices ranging from $85.925 to $86.45. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price ( 4 )This price represents the approximate weighted average price per share of common stock (each, a "Share") of Xylem Inc. (the "Issuer"). 4,037 shares were executed at prices ranging from $85.05 to $86.04 per Share. 7,700 shares were executed at prices ranging from $86.05 to $86.52. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price ( 5 )These shares are sold pursuant to a 10b5-1 plan adopted by the reporting person on September 4, 2020 ( 6 )This price represents the approximate weighted average price per share of common stock (each, a "Share") of Xylem Inc. (the "Issuer"). 2,372 shares were executed at prices ranging from $85.39 to $86.36 per Share. 357 shares were executed at prices ranging from $86.39 to $86.46. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price ( 7 )These options are fully vested and exercisable as of February 24,2018. ( 8 )These options are fully vested and exercisable as of February 24,2019. ( 9 )These options are fully vested and exercisable as of February 21,2020.

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