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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| C/O XYLEM INC. |
| 301 WATER STREET SE |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Xylem Inc.
[ XYL ]
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5. 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) |
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SVP & Chief Financial Officer
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3. Date of Earliest Transaction
(Month/Day/Year)
03/01/2024
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4. 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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| Rule 10b5-1(c) Transaction Indication |
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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. |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
03/01/2024 |
|
A |
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3,908
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A |
$127.94
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32,710 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Options (Right to buy) |
$127.94
|
03/01/2024 |
|
A |
|
13,221 |
|
|
03/01/2034 |
Common Stock |
13,221 |
$127.94
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13,221 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Seaneen Cline, by power of attorney for William K. Grogan |
03/05/2024 |
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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
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, 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.
_____________________________
/s/ William K. Grogan
