Xylem (XYL) Form 3 Xylem / Albert Cho 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^*

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).
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