Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Yarkadas Hayati

(Last)

(First)

(Middle)

C/O XYLEM INC.

301 WATER ST SE

(Street)

WASHINGTON

20003

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Xylem Inc. [ XYL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & President, EU, WI & GLS

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2024		A		7,084⁽¹⁾	A	$127.94	19,198⁽²⁾	D
Common Stock	03/01/2024		F		428⁽³⁾	D	$127.94	18,770	D
Common Stock	03/01/2024		M		9,698	A	$102.23	28,468	D
Common Stock	03/01/2024		S		9,698	D	$127.14⁽⁴⁾	18,770	D
Common Stock	03/01/2024		M		5,035	A	$86.76	23,805	D
Common Stock	03/01/2024		S		5,035	D	$127.14⁽⁴⁾	18,770	D
Common Stock	03/01/2024		S		4,870	D	$127.14⁽⁴⁾	13,900	D
Common Stock	03/01/2024		M		4,875	A	$101.09	18,775	D
Common Stock	03/01/2024		S		4,875	D	$127.17⁽⁴⁾	13,900	D
Common Stock	03/05/2024		S		4,547	D	$127.53⁽⁵⁾	9,353	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (Right to Buy)	$102.23	03/01/2024		M			9,698	⁽⁶⁾	03/01/2031	Common Stock	9,698	$0.00	0.00	D
Non-Qualified Stock Option (Right to Buy)	$101.09	03/01/2024		M			4,875	⁽⁷⁾	03/01/2033	Common Stock	4,875	$0.00	9,750	D
Non-Qualified Stock Option (Right to Buy)	$86.76	03/01/2024		M			5,035	⁽⁸⁾	03/01/2032	Common Stock	5,035	$0.00	5,036	D
Stock Options (Right to buy)	$127.94	03/01/2024		A		7,932		⁽⁹⁾	03/01/2034	Common Stock	7,932	$127.94	7,932	D

Explanation of Responses:

1. Reflects the acquisition of 4,739 shares of common stock upon vesting of performance-based stock units granted on March 1, 2021 under the Xylem Omnibus Incentive Plan (Amended and Restated February 24, 2016), upon achievement of performance criteria related to ROIC (2,934) and Total Shareholder Return (1,805). Reflects an award of 2,345 restricted stock units pursuant to the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February, 24, 2016) that are scheduled to vest in one third increments on March 1, 2025, March 1, 2026 and March 1, 2027.

2. Includes additional shares due to dividend reinvestment.

3. Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting of performance-based stock units granted on March 1, 2021 (252) under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February, 24, 2016). Reflects the withholding of shares of common stock to pay the tax liability incident to the vesting of restricted stock units granted on March 1, 2021 (39), March 1, 2022 (62), and March 1, 2023 (75) under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016).

4. This price represents the weighted average price per share of common stock (each, a "Share") of Xylem Inc. (the "Issuer"). These Shares were executed at a range of prices from $127.03 to $127.30. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

5. This price represents the weighted average price per share of common stock (each, a "Share") of Xylem Inc. (the "Issuer"). These Shares were executed at a range of prices from $127.10 to $127.55. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

6. The March 1, 2021 option grant vested 3,201 options on March 1, 2022, 3,265 options on March 1,2023, and 3,232 options on March 1, 2024.

7. The March 1, 2023 option grant vested 4,875 options on March 1, 2024, and will vest 4,875 options on March 1, 2025, and 4,875 options on March 1, 2026.

8. The March 1, 2022 option grant vested 5,035 options on March 1, 2023, 5,035 options on March 1, 2024, and will vest 5,036 options on March 1, 2025.

9. Reflects an award of non-qualified stock options pursuant to the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016) that are scheduled to vest in one-third increments on March 1, 2025, March 1, 2026 and March 1, 2027.

Remarks:

	/s/ Seaneen Cline, by power of attorney for Hayati Yarkadas	03/05/2024
	** 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 4 (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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