Geri-Michelle McShane Form 3 Xylem / Geri-Michelle McShane 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^*

McShane Geri-Michelle

(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)
03/01/2019

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	1,197(1)	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
Employee Stock Option (Right to Buy)	(2)	02/21/2027	Common Stock	1,643	48.33	D
Employee Stock Option (Right to Buy)	(3)	02/21/2028	Common Stock	1,019	75.18	D
Employee Stock Option (Right to Buy)	(4)	02/20/2029	Common Stock	2,198	74.07	D

Explanation of Responses:

1. Includes 416 shares of common stock of Xylem Inc., and 781 restricted stock units scheduled to vest as follows: 198 on February 21, 2020, 169 on February 20, 2020, 77 on February 21, 2021 and 169 on February 20, 2021 and 168 on Feb 20, 2022. Each restricted stock unit represents the right to receive one share of common stock upon vesting

2. 548 options are fully vested and exercisable and 547 are scheduled to vest on February 21, 2020

3. 340 options are fully vested and exercisable. 340 options are scheduled to vest on February 21, 2020 and 339 options are scheduled to vest on February 21, 2021.

4. These options will vest in three equal parts on February 20, 2020, February 20, 2021 and February 20, 2022.

Remarks:

	/s/: Kimberly Rehm, by power of attorney for Geri-Michelle McShane	03/04/2019
	** 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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