SEC FORM 3 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*
Stellato Paul A

(Last) (First) (Middle)
C/O XYLEM INC.
1 INTERNATIONAL DRIVE

(Street)
RYE BROOK NY 10573

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/16/2017
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)
Chief Accounting Officer
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 11,472(1) D
Common Stock 428.511 I by 401(k)
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
Employee Stock Option (Right to Buy) (2) 02/21/2027 common stock 2,817 48.33 D
Employee Stock Option (Right to Buy) (3) 02/24/2026 common stock 3,326 37.47 D
Employee Stock Option (Right to Buy) (4) 02/24/2025 common stock 7,913 35.96 D
Employee Stock Option (Right to Buy) (5) 02/25/2024 common stock 7,007 38.76 D
Employee Stock Option (Right to Buy) (5) 03/01/2023 common stock 9,615 27.49 D
Employee Stock Option (Right to Buy) (5) 03/02/2022 common stock 8,398 26.6 D
Explanation of Responses:
1. Includes 7,775 shares of common stock of Xylem Inc., and 3697 restricted stock units scheduled to vest as follows: 207 on February 21, 2018, 2471 on February 24, 2018, 207 on February 21, 2019, 605 on February 24, 2019 and 207 on February 21, 2020. Each restricted stock unit represents the right to receive one share of common stock upon vesting.
2. These options will vest in three equal parts on February 21, 2018, February 21, 2019 and February 21, 2020.
3. 1,109 options are fully vested and exercisable and 1,109 are scheduled to vest on February 24, 2018 and 1,108 are scheduled to vest on February 24, 2019.
4. 5,276 options are fully vested and exercisable and 2,637 are scheduled to vest on February 24, 2018.
5. These options are fully vested and exercisable.
Remarks:
/s/: Juliene Patton, by power of attorney for Paul A. Stellato 08/18/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

The undersigned, Paul A. Stellato, does hereby nominate constitute and appoint
each of Juliene Patton, Hannah Skeete and Claudia Toussaint 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 10 day of August 2017.


/s/: Paul A. Stellato