Claudia S. Toussaint - 01 Mar 2024 Form 4 Insider Report for Xylem Inc. (XYL)

Role: SVP, CPSO
Signature: /s/ Seaneen Cline, by power of attorney for Claudia S. Toussaint
Issuer symbol: XYL
Transactions as of: 01 Mar 2024
Net transactions value: +$1,191,761
Form type: 4
Filing time: 05 Mar 2024, 16:59:08 UTC
Previous filing: 12 Feb 2024
Next filing: 04 Jun 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	XYL	Common Stock	Award	$375,376	+2,934	+60%	$127.94	7,815	01 Mar 2024	Direct	F1
transaction	XYL	Common Stock	Award	$230,932	+1,805	+23%	$127.94	9,620	01 Mar 2024	Direct	F2
transaction	XYL	Common Stock	Tax liability	$265,731	-2,077	-22%	$127.94	7,543	01 Mar 2024	Direct	F3
transaction	XYL	Common Stock	Tax liability	$134,977	-1,055	-14%	$127.94	6,488	01 Mar 2024	Direct	F4
transaction	XYL	Common Stock	Award	$225,046	+1,759	+27%	$127.94	8,247	01 Mar 2024	Direct	F5
holding	XYL	Common Stock						31,431	01 Mar 2024	by Claudia S. Toussaint Revocable Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	XYL	Stock Options (Right to buy)	Award	$761,115	+5,949		$127.94	5,949	01 Mar 2024	Common Stock	5,949	$127.94	Direct	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects the acquisition of 2,934 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.
F2	Reflects the acquisition of 1,805 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 Total Shareholder Return.
F3	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 under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February, 24, 2016).
F4	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 (318), March 1, 2022 (416), and March 1, 2023 (321) under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016).
F5	Reflects an award of 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.
F6	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.