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^*

Aulick Rodney

(Last)

(First)

(Middle)

C/O XYLEM INC.

301 WATER STREET SE

(Street)

WASHINGTON

20003

(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)
SVP & President, IS&S

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	05/24/2023		A		7,421⁽¹⁾	A	$0.00	7,421	D
Common Stock	05/24/2023		A		62,682⁽²⁾	A	$0.00	70,103	D

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 an award of restricted stock units pursuant to the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016) and sub-pool of shares from the Evoqua Water Technologies 2017 Equity Plan assumed by Xylem Inc. as part of the merger of Xylem Inc. and Evoqua Water Technologies Corp. ("Evoqua") on May 24, 2023 (the "Merger"), that are scheduled to vest in two equal parts on May 24, 2024 and on May 24, 2025.

2. Received in exchange for 130,589 shares of Evoqua common stock in connection with the Merger. On May 24, 2023, the effective date of the Merger, the closing price of Evoqua's common stock was $49.88 per share, and the closing price of Xylem Inc.'s common stock was $101.06 per share.

Remarks:

	/s/ Callie Plant, by power of attorney for Rodney Aulick	05/26/2023
	** 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.

POWER OF ATTORNEY

The undersigned, Rodney Aulick, does hereby nominate constitute and
appoint each of Kelly O'Shea, Juliene Patton, Callie Plant and Dorothy Capers
as his/her/their true and lawful attorneys and agents 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/
her/their 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/her/their individual capacity or
in any other capacity) may be required to file pursuant to Section 16(a) of the
34 Act, including any repo rt 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/her/their 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 16th day of May 2023.


_____________________________
/s/ Rodney Aulick