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 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*
| 1133 WESTCHESTER AVENUE |
| C/O XYLEM INC. |
(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)
| X |
Director |
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10% Owner |
|
Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
11/01/2011
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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 |
|
Form filed by More than One Reporting Person |
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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 |
11/01/2011 |
|
A |
|
5,265 |
A |
$0.00
|
21,994 |
D |
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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)
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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)
|
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)
|
| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Stock Option (Right to Buy) |
$19.4
|
11/01/2011 |
|
A |
|
3,560 |
|
|
05/07/2012 |
Common Stock |
3,560 |
$0.00
|
3,560 |
D |
|
| Stock Option (Right to Buy) |
$17.35
|
11/01/2011 |
|
A |
|
2,420 |
|
|
01/04/2013 |
Common Stock |
2,420 |
$0.00
|
2,420 |
D |
|
| Stock Option (Right to Buy) |
$21.03
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11/01/2011 |
|
A |
|
2,480 |
|
|
02/02/2014 |
Common Stock |
2,480 |
$0.00
|
2,480 |
D |
|
| Stock Option (Right to Buy) |
$25.53
|
11/01/2011 |
|
A |
|
2,140 |
|
|
03/08/2012 |
Common Stock |
2,140 |
$0.00
|
2,140 |
D |
|
| Stock Option (Right to Buy) |
$29.57
|
11/01/2011 |
|
A |
|
3,040 |
|
|
03/06/2013 |
Common Stock |
3,040 |
$0.00
|
3,040 |
D |
|
| Stock Option (Right to Buy) |
$32.56
|
11/01/2011 |
|
A |
|
2,700 |
|
|
03/07/2014 |
Common Stock |
2,700 |
$0.00
|
2,700 |
D |
|
| Stock Option (Right to Buy) |
$29.81
|
11/01/2011 |
|
A |
|
2,960 |
|
|
03/10/2015 |
Common Stock |
2,960 |
$0.00
|
2,960 |
D |
|
| Stock Option (Right to Buy) |
$18.63
|
11/01/2011 |
|
A |
|
3,970 |
|
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03/05/2016 |
Common Stock |
3,970 |
$0.00
|
3,970 |
D |
|
| Stock Option (Right to Buy) |
$30.03
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11/01/2011 |
|
A |
|
2,860 |
|
|
03/05/2020 |
Common Stock |
2,860 |
$0.00
|
2,860 |
D |
|
| Phantom Stock |
|
11/01/2011 |
|
A |
|
1,840 |
|
|
|
Common Stock |
1,840 |
$0.00
|
1,840 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Rina E. Teran, Assistant Corporate Secretary of Xylem Inc., by power of attorney for John J. Hamre |
11/03/2011 |
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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, John J. Hamre, does hereby nominate, constitute and appoint
Frank R. Jimenez and Rina E. Teran in their 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, 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
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
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 4th day of October, 2011.
/s/
John J. Hamre
