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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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O XYLEM INC. |
| 1 INTERNATIONAL DRIVE |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
10/17/2019
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3. Issuer Name and Ticker or Trading Symbol
Xylem Inc.
[ XYL ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
| Senior Vice President |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock |
2,586
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D |
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| Common Stock |
1,829
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D |
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| Common Stock |
2,025
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D |
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| Common Stock |
17,270 |
D |
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| Common Stock |
997 |
I |
By 401(k) Plan |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Employee Stock Option (Right to Buy) |
|
11/07/2021 |
Common Stock |
3,325 |
24.6 |
D |
|
| Employee Stock Option (Right to Buy) |
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03/01/2023 |
Common Stock |
6,525 |
27.49 |
D |
|
| Employee Stock Option (Right to Buy) |
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02/25/2024 |
Common Stock |
5,255 |
38.76 |
D |
|
| Employee Stock Option (Right to Buy) |
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02/24/2025 |
Common Stock |
6,448 |
35.96 |
D |
|
| Employee Stock Option (Right to Buy) |
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02/24/2026 |
Common Stock |
12,472 |
37.47 |
D |
|
| Employee Stock Option (Right to Buy) |
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02/21/2027 |
Common Stock |
11,737 |
48.33 |
D |
|
| Employee Stock Option (Right to Buy) |
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02/21/2028 |
Common Stock |
8,003 |
75.18 |
D |
|
| Employee Stock Option (Right to Buy) |
|
02/20/2019 |
Common Stock |
8,792 |
74.07 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/: Kimberly Rehm, by power of attorney for David Flinton |
10/25/2019 |
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** 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. |
The undersigned, David Flinton, 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, 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 her 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 30th day of January 2019.
/s/: David Flinton
