Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Stellato Paul A
2. Date of Event Requiring Statement (Month/Day/Year)
08/16/2017
3. Issuer Name and Ticker or Trading Symbol
Xylem Inc. [XYL]
(Last)
(First)
(Middle)
C/O XYLEM INC., 1 INTERNATIONAL DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

RYE BROOK, NY 10573
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 11,472 (1)
D
 
Common Stock 428.511
I
by 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (2) 02/21/2027 common stock 2,817 $ 48.33 D  
Employee Stock Option (Right to Buy)   (3) 02/24/2026 common stock 3,326 $ 37.47 D  
Employee Stock Option (Right to Buy)   (4) 02/24/2025 common stock 7,913 $ 35.96 D  
Employee Stock Option (Right to Buy)   (5) 02/25/2024 common stock 7,007 $ 38.76 D  
Employee Stock Option (Right to Buy)   (5) 03/01/2023 common stock 9,615 $ 27.49 D  
Employee Stock Option (Right to Buy)   (5) 03/02/2022 common stock 8,398 $ 26.6 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stellato Paul A
C/O XYLEM INC.
1 INTERNATIONAL DRIVE
RYE BROOK, NY 10573
      Chief Accounting Officer  

Signatures

/s/: Juliene Patton, by power of attorney for Paul A. Stellato 08/18/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Includes 7,775 shares of common stock of Xylem Inc., and 3697 restricted stock units scheduled to vest as follows: 207 on February 21, 2018, 2471 on February 24, 2018, 207 on February 21, 2019, 605 on February 24, 2019 and 207 on February 21, 2020. Each restricted stock unit represents the right to receive one share of common stock upon vesting.
(2) These options will vest in three equal parts on February 21, 2018, February 21, 2019 and February 21, 2020.
(3) 1,109 options are fully vested and exercisable and 1,109 are scheduled to vest on February 24, 2018 and 1,108 are scheduled to vest on February 24, 2019.
(4) 5,276 options are fully vested and exercisable and 2,637 are scheduled to vest on February 24, 2018.
(5) These options are fully vested and exercisable.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.