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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Stellato Paul A (Last) (First) (Middle) C/O XYLEM INC. 1 INTERNATIONAL DRIVE (Street) RYE BROOK NY 10573 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/16/2017	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) Chief Accounting 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	11,472(1)	D
Common Stock	428.511	I	by 401(k)

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
Employee Stock Option (Right to Buy)	(2)	02/21/2027	common stock	2,817	$48.33	D
Employee Stock Option (Right to Buy)	(3)	02/24/2026	common stock	3,326	$37.47	D
Employee Stock Option (Right to Buy)	(4)	02/24/2025	common stock	7,913	$35.96	D
Employee Stock Option (Right to Buy)	(5)	02/25/2024	common stock	7,007	$38.76	D
Employee Stock Option (Right to Buy)	(5)	03/01/2023	common stock	9,615	$27.49	D
Employee Stock Option (Right to Buy)	(5)	03/02/2022	common stock	8,398	$26.6	D

Explanation of Responses:

1. Includes 7,775 shares of common stock of Xylem Inc., and 3697 restricted stock units scheduled to vest as follows: 207 on February 21, 2018, 2471 on February 24, 2018, 207 on February 21, 2019, 605 on February 24, 2019 and 207 on February 21, 2020. Each restricted stock unit represents the right to receive one share of common stock upon vesting.

2. These options will vest in three equal parts on February 21, 2018, February 21, 2019 and February 21, 2020.

3. 1,109 options are fully vested and exercisable and 1,109 are scheduled to vest on February 24, 2018 and 1,108 are scheduled to vest on February 24, 2019.

4. 5,276 options are fully vested and exercisable and 2,637 are scheduled to vest on February 24, 2018.

5. These options are fully vested and exercisable.

Remarks:

	/s/: Juliene Patton, by power of attorney for Paul A. Stellato	08/18/2017
	** 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.