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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1. Name and Address of Reporting Person*
Cho Albert

(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)
05/17/2024
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, Strategy
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 2,139(1) D
Common Stock 9,488(2) 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
Stock Options (Right to buy) (3) 03/01/2034 Common Stock 3,305 127.94 D
Stock Options (Right to buy) (4) 03/01/2031 Common Stock 3,233 102.23 D
Stock Options (Right to buy) (5) 03/01/2033 Common Stock 4,301 101.09 D
Stock Options (Right to buy) (6) 03/01/2032 Common Stock 4,406 86.76 D
Stock Options (Right to buy) (7) 02/27/2030 Common Stock 3,509 80.66 D
Stock Options (Right to buy) (8) 02/21/2028 Common Stock 2,182 75.18 D
Stock Options (Right to buy) (9) 02/20/2029 Common Stock 2,655 74.07 D
Explanation of Responses:
1. Reflects restricted stock units which are scheduled to vest as follows: 1074 on March 1, 2025, 739 on March 1, 2026, 326 on March 1, 2027. Each restricted stock unit represents the right to receive one share of common stock upon vesting.
2. Reflects common stock incident to previous vestings of restricted stock units.
3. These options are scheduled to vest in one-third increments on March 1, 2025, March 1, 2026 and March 1, 2027.
4. 3,233 options are fully vested and exercisable.
5. 1,433 options are fully vested and exercisable, 1,434 are scheduled to vest on March 1, 2025 and 1,434 are scheduled to vest on March 1, 2026.
6. 2,938 options are fully vested and exercisable, 1,468 are scheduled to vest on March 1, 2025.
7. 3,509 options are fully vested and exercisable.
8. 2,182 options are fully vested and exercisable.
9. 2,655 options are fully vested and exercisable.
Remarks:
/s/ Seaneen Cline, by power of attorney for Albert Cho 05/29/2024
** 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, Uday Yadav, does hereby nominate constitute and
appoint each of Kelly O'Shea, Juliene Patton, Seaneen Cline, Michael Nazario
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 16th day of May 2024.


_____________________________
/s/ Albert Cho