Sec Form 4 Filing - Flinton David @ Xylem Inc. - 2021-02-27

Insider filing report for Changes in Beneficial Ownership
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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)
02/27/2021
(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 02/27/2021 F 226 ( 1 ) D $ 102.23 24,465 D
Common Stock 03/01/2021 A 1,834 ( 2 ) A $ 0 26,299 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 Option (Right to Buy) $ 102.23 03/01/2021 A 8,082 ( 3 ) 03/01/2031 Common 8,082 $ 0 8,082 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 Flinton 03/02/2021
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 27, 2020 under the Xylem 2011 Omnibus Incentive Plan
( 2 )Reflects an award of restricted stock units pursuant to the Xylem 2011 Omnibus Incentive Plan, that are scheduled to vest in one third increments on March 1, 2022, March 1, 2023 and March 1, 2024
( 3 )Reflects an award of non-qualified stock options pursuant to the Xylem 2011 Omnibus Incentive Plan, that are scheduled to vest in one third increments on March 1, 2022, March 1, 2023 and March 1, 2024

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).
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