Xylem (XYL) Form 3 Xylem / David Flinton ownership change

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^*

Flinton David

(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)
10/01/2015

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)
Senior Vice President

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	8,400(1)	D
Common Stock	953(2)	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)	(3)	02/24/2025	common stock	6,448	35.96	D
Employee Stock Option (Right to Buy)	(4)	02/25/2024	common stock	5,255	38.76	D
Employee Stock Option (Right to Buy)	(5)	03/01/2023	common stock	6,525	27.49	D
Employee Stock Option (Right to Buy)	(6)	10/07/2021	common stock	3,325	24.6	D

Explanation of Responses:

1. Includes 2,585 shares of common stock, and 5,815 restricted stock units scheduled to vest as follows: 1,204 on November 1, 2015; 1,728 on March 1, 2016; 1,354 on February 25, 2017 and 1,529 on February 24, 2018. Each restricted stock unit represents the right to receive one share of common stock upon vesting.

2. As of September 30, 2015.

3. These options will vest in three equal parts on February 24, 2016, February 24, 2017 and February 24, 2018.

4. 1,752 options are fully vested and exercisable and 1,752 are scheduled to vest on February 25, 2016 and 1,751 are scheduled to vest on February 25, 2017.

5. 4,350 options are fully vested and exercisable and 2,175 are scheduled to vest on March 1, 2016.

6. These options are fully vested and exercisable.

Remarks:

	/s/: Juliene Patton, by power of attorney for David Flinton	10/05/2015
	** 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).
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