XYL Xylem Inc

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Toussaint Claudia S	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,CSO,Gen Counsel & Corp Sec
(Last)          (First)          (Middle) C/O XYLEM INC., 1 INTERNATIONAL DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 5/17/2021
(Street) RYE BROOK, NY 10573 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	5/17/2021		M		5948 (1)	A	$37.47	59057	D
Common Stock	5/17/2021		S		5948	D	$117.4646 (2)	53109 (3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$37.47	5/17/2021		M			5948	(4)	2/24/2026	Common	5948	$0.00	172	D

Explanation of Responses:
(1)	The sale was made pursuant to a 10b5-1 plan adopted by the reporting person on February 15, 2021.
(2)	This price represents the weighted average price per share of common stock (each, a "Share") of Xylem Inc. (the "Issuer"). 3,987 Shares were executed at a range of prices from $116.69 to $117.68. 1,961 Shares were executed at a range of prices from $117.69 to $118.22. 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.
(3)	Includes 48,065 shares held by the Claudia S. Toussaint Revocable Trust.
(4)	These options are fully vested and exercisable.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Toussaint Claudia S C/O XYLEM INC. 1 INTERNATIONAL DRIVE RYE BROOK, NY 10573			SVP,CSO,Gen Counsel & Corp Sec

Signatures
/s/ Kimberly Rehm, by power of attorney for Claudia S. Toussaint		5/18/2021
**Signature of Reporting Person		Date