Matthew Francis Pine - Mar 1, 2024 Form 4 Insider Report for Xylem Inc. (XYL)

Role: Pres. & CEO, Director
Signature: /s/ Seaneen Cline, by power of attorney for Matthew Francis Pine
Stock symbol: XYL
Transactions as of: Mar 1, 2024
Transactions value $: $7,385,081
Form type: 4
Date filed: 3/5/2024, 05:05 PM
Previous filing: May 9, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	XYL	Common Stock	Award	$459K	+3.59K	+13.92%	$127.94	29.4K	Mar 1, 2024	Direct	F1, F2
transaction	XYL	Common Stock	Award	$282K	+2.21K	+7.52%	$127.94	31.6K	Mar 1, 2024	Direct	F3
transaction	XYL	Common Stock	Tax liability	-$292K	-2.28K	-7.23%	$127.94	29.3K	Mar 1, 2024	Direct	F4
transaction	XYL	Common Stock	Tax liability	-$186K	-1.46K	-4.97%	$127.94	27.8K	Mar 1, 2024	Direct	F5
transaction	XYL	Common Stock	Award	$1.62M	+12.7K	+45.65%	$127.94	40.5K	Mar 1, 2024	Direct	F6

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	$5.5M	+43K		$127.94	43K	Mar 1, 2024	Common Stock	43K	$127.94	Direct	F7

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

Explanation of Responses:

Id	Content
F1	Reflects the acquisition of 3,586 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	Includes additional shares due to dividend reinvestment.
F3	Reflects the acquisition of 2,206 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.
F4	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).
F5	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 (353), March 1, 2022 (454), and March 1, 2023 (649) under the Xylem 2011 Omnibus Incentive Plan (Amended and Restated February 24, 2016).
F6	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.
F7	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.