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 * McShane Geri-Michelle	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) Chief Accounting Officer
(Last)          (First)          (Middle) C/O XYLEM INC., 1 INTERNATIONAL DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 6/7/2021
(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	6/7/2021		M		1451 (1)	A	$74.07	3905	D
Common Stock	6/7/2021		S		1451 (1)	D	$119.33 (2)	2454	D
Common Stock	6/7/2021		S		533 (1)	D	$119.33 (2)	1921	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 Options (Right to Buy)	$74.07	6/7/2021		A		1451		(3)	2/20/2029	Common	1451	$0.00	747	D

Explanation of Responses:
(1)	The sale was made pursuant to a 10b5-1 plan adopted by the reporting person on May 7, 2021.
(2)	This price represents the weighted average price per share of common stock (each, a "Share") of Xylem Inc. (the "Issuer"). 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)	Reflects an award of non-qualified stock options pursuant to the Xylem 2011 Omnibus Incentive Plan, that are scheduled to vest in one third increments on February 20, 2020, February 21, 2021 and February 20, 2022

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
McShane Geri-Michelle C/O XYLEM INC. 1 INTERNATIONAL DRIVE RYE BROOK, NY 10573			Chief Accounting Officer

Signatures
/s/ Kimberly Rehm, by power of attorney for Geri-Michelle McShane		6/8/2021
**Signature of Reporting Person		Date