ECOLAB INC. — Director's Dealing 2011

Dec 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2011-12-01

Reporting Person: SANDERS DANIEL S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-01	Common Stock	A	43910	—	Acquired	43910	Direct

Footnotes

F1: Represents the maximum number of shares issuable to Mr. Sanders as merger consideration pursuant to the Agreement and Plan of Merger dated as of July 19, 2011 among Ecolab Inc., Sustainability Partners Corporation and Nalco Holding Company based on the assumptions that Mr. Sanders elected to receive Ecolab shares with respect to all of the outstanding Nalco shares beneficially owned by him immediately prior to the effective time of the merger and he received Ecolab shares with respect to his Nalco shares. The adjustment and reallocation calculations provided for in the merger agreement have not been completed as of the date of this report. Thus, it is not possible to determine the exact number of Ecolab shares to be received by Mr. Sanders pursuant to the merger agreement. Once the exact number of shares is determined, Mr. Sanders will file an amendment to this report including the number of Ecolab shares received by him as merger consideration.