SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Brannemo Tomas (Last) (First) (Middle) 1 INTERNATIONAL DRIVE C/O XYLEM INC. (Street) RYE BROOK NY 10573 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/07/2014	3. Issuer Name and Ticker or Trading Symbol Xylem Inc. [ XYL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP, Transport	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,976(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	11/07/2014	11/07/2021	Common Stock	1,790	24.6	D
Stock Option (Right to Buy)	(2)	03/01/2023	Common Stock	5,494	27.49	D
Stock Option (Right to Buy)	(3)	02/25/2024	Common Stock	6,807	38.76	D

Explanation of Responses:

1. Reflects Resrticted Stock Units scheduled to vest as follows: 1,707 on November 7, 2014; 3,383 on March 2, 2015; 2,183 on March 1, 2016; and 1,703 on February 25, 2017.

2. 5494 options will vest in two equal parts on March 1, 2015 and March 1, 2016.

3. 6807 options vest in three equal parts on February 25, 2016, February 25, 2016 and February 25, 2017.

Remarks:

Please see attached POA on Exhibit 24.

	/s/ Hannah Skeete, Securities Counsel Xylem Inc., by power of attorney for Tomas Brannemo	05/14/2014
	** Signature of Reporting Person	Date
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 5 (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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POWER OF ATTORNEY

The undersigned, Tomas Brannemo, does hereby nominate, constitute and appoint
each of Elena Centeio and Hannah Skeete as his true and lawful attorney and
agent to do any and all acts and things and execute and file any and all
instruments which said attorneys and agents may deem necessary or advisable to
enable the undersigned (in his individual capacity or in any other capacity) to
comply with the Securities Exchange Act of 1934 (the "34 Act") and the
Securities Act of 1933 (the "33 Act") and any requirements of the Securities and
Exchange Commission (the "SEC") in respect thereof, in connection with the
preparation, execution and/or filing of (i) any report or statement of
beneficial ownership or changes in beneficial ownership of securities of Xylem
Inc., an Indiana corporation (the "Company"), that the undersigned (in his
individual capacity or in any other capacity) may be required to file pursuant
to Section 16(a) of the 34 Act, including any report or statement on Form 3,
Form 4 or Form 5, or to any amendment thereto, (ii) any report or notice
required under Rule 144 of the 33 Act, including Form 144, or any amendment
thereto relating to the undersigned's role with, or beneficial ownership of, the
Company's securities, and (iii) any and all other documents or instruments that
may be necessary or desirable in connection with or in furtherance of any of the
foregoing, including Form ID, or any amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the undersigned
to make electronic filings with the SEC of reports required pursuant to Section
16(a) of the 34 Act or any rule or regulation of the SEC, such power and
authority to extend to any form or forms adopted by the SEC in lieu of or in
addition to any of the foregoing and to include full power and authority to sign
the undersigned's name in his individual capacity or otherwise, hereby ratifying
and confirming all that said attorneys and agents, or any of them, shall do or
cause to be done by virtue thereof.

This authorization shall supersede all prior authorizations to act for the
undersigned with respect to securities of the Company in such matters, which
prior authorizations are hereby revoked, and shall remain in effect until the
undersigned is no longer required to file Form 3, 4 or 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company
unless earlier revoked, by the undersigned in a signed writing delivered to the
foregoing attorneys in fact.

IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of May 2014.


/s/ Tomas Brannemo