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Ownership Document
|
| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 11/5/19 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1524472 |
| Issuer Name: Xylem Inc. |
| Issuer Trading Symbol: XYL |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1012990 |
| | Owner Name: TAMBAKERAS MARKOS I |
| Reporting Owner Address: |
| | Owner Street 1: 1 INTERNATIONAL DRIVE |
| | Owner Street 2: C/O XYLEM INC. |
| | Owner City: RYE BROOK |
| | Owner State: NY |
| | Owner ZIP Code: 10573 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 11/5/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,860 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 30.0295 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 43,530 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 11/5/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,860 |
| | | Transaction Price Per Share: |
| Value: 78.9485 |
| Footnote ID: F2 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 40,670 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 59,321 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By Tambakeras Family Trust |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 6,680 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: 2019 Tambakeras GRAT |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 30.0295 |
| | Transaction Date: |
| | | Value: 11/5/19 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | | Value: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 2,860 |
| | | Transaction Price Per Share: |
| Value: 0.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Value: 3/5/20 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 2,860 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 0 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: These options are set to expire on March 5, 2020. |
| Footnote - F2: This price represents the approximate weighted average price per share of common stock (each, a "Share") of Xylem Inc. (the "Issuer"), of sales that were executed at prices ranging from $78.9477 to $78.9485 per Share. 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. |
| Footnote - F3: The reporting person transferred 2,886 shares from his personal brokerage account to the Tambakeras family trust. |
| Footnote - F4: These options are fully vested and exercisable. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Kimberly Rehm, by power of attorney for Markos I. Tambakeras |
| Signature Date: 11/7/19 |
