Michael J. McGann Form 3 Xylem / Michael J. McGann 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^*

McGann Michael J.

(Last) (First) (Middle)

C/O XYLEM, INC.

301 WATER STREET SE, SUITE 200

(Street)

WASHINGTON DC 20003

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/10/2023

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	1,365(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
Stock Option (Right to buy)	(2)	02/27/2030	Common Stock	1,193	80.66	D
Stock Option (Right to buy)	(3)	03/01/2031	Common Stock	2,694	102.23	D
Stock Option (Right to buy)	(4)	03/01/2032	Common Stock	3,147	86.76	D

Explanation of Responses:

1. Reflects restricted stock units which are scheduled to vest as follows: 236 on February 27, 2023, 202 on March 1, 2023, 207 on March 1, 2024, 238 on March 1, 2023, 238 on March 1, 2024 and 244 on March 1, 2025. Each restricted stock unit represents the right to receive one share of common stock upon vesting.

2. 1,193 options are scheduled to vest on February 27, 2023.

3. 890 options are fully vested and exercisable, 889 are scheduled to vest on March 1, 2023 and 915 are scheduled to vest on March 1, 2024.

4. These options are scheduled to vest in one-third increments on March 1, 2023, March 1, 2024 and March 1, 2025.

Remarks:

	/s/ Callie Plant, by power of attorney for Michael J. McGann	01/20/2023
	** 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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