SEC Filing | Xylem

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Stellato Paul A

(Last)

(First)

(Middle)

C/O XYLEM INC.

1 INTERNATIONAL DRIVE

(Street)

RYE BROOK

10573

(City)

(State)

(Zip)

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)
Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/21/2019		F		82⁽¹⁾	D	$74.32	11,889	D
Common Stock	02/21/2019		F		88⁽²⁾	D	$74.32	11,801	D
Common Stock								435.362	I	by 401(k)⁽³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting of restricted stock units granted on February 21, 2017 under the Xylem 2011 Omnibus Incentive Plan.

2. Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting of restricted stock units granted on February 21, 2018 under the Xylem 2011 Omnibus Incentive Plan.

3. As of February 20, 2019

Remarks:

	/s/ Kimberly Rehm, by power of attorney for Paul A. Stellato	02/25/2019
	** 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 4 (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.

The undersigned, Paul A. Stellato, does hereby nominate constitute and appoint
each of Kelly O'Shea, Juliene Patton, Kimberly Rehm 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 11th day of September 2018.