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* Grogan William K (Last) (First) (Middle) C/O XYLEM INC. 301 WATER STREET SE (Street) WASHINGTON DC 20003 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2023	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) SVP & Chief Financial 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	28,802(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

Explanation of Responses:

1. Pursuant to the appointment by the Board of Directors, the reporting individual's role as SVP, CFO commenced October 1, 2023. Shares reflect the award of sign-on restricted stock units ("RSUs") granted consistent with the terms of the Company's offer of employment, which commenced September 1, 2023. The RSU grant was made pursuant to the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016) and is scheduled to vest in one-third increments on September 18, 2024, September 18, 2025 and September 18, 2026.

Remarks:

	/s/ Callie Plant, by power of attorney for William K. Grogan	10/02/2023
	** 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 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, William K. Grogan, does hereby nominate constitute and
appoint each of Kelly O'Shea, Juliene Patton, Callie Plant, Seaneen Cline 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 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/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 5th day of September 2023.


IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of September 2023.


_____________________________
/s/ William K. Grogan