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: Fyrwald J Erik (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-01	Common Stock	A	133961	—	Acquired	133961	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-01	Employee Stock Option (Right to Buy)	$55.595	A	134500	Acquired	2021-12-01	Common Stock (134500)	Direct
2011-12-01	Restricted Stock Units	$	A	52353	Acquired		Common Stock (52353)	Direct
2011-12-01	Restricted Stock Units	$	A	55189	Acquired		Common Stock (55189)	Direct
2011-12-01	Restricted Stock Units	$	A	111943	Acquired		Common Stock (111943)	Direct
2011-12-01	Employee Stock Option (Right to Buy)	$40.53	A	56292	Acquired	2021-02-11	Common Stock (56292)	Direct
2011-12-01	Employee Stock Option (Right to Buy)	$32.35	A	49430	Acquired	2020-02-09	Common Stock (49430)	Direct
2011-12-01	Employee Stock Option (Right to Buy)	$17.55	A	113072	Acquired	2019-02-12	Common Stock (113072)	Direct
2011-12-01	Employee Stock Option (Right to Buy)	$30.67	A	27180	Acquired	2018-03-07	Common Stock (27180)	Direct
2011-12-01	Employee Stock Option (Right to Buy)	$30.67	A	227656	Acquired	2018-03-07	Common Stock (227656)	Direct
2011-12-01	Restricted Stock Units	$	A	67959	Acquired		Common Stock (67959)	Direct

Footnotes

F1: Represents the maximum number of shares issuable to Mr. Fyrwald 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. Fyrwald 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. Fyrwald pursuant to the merger agreement. Once the exact number of shares is determined, Mr. Fyrwald will file an amendment to this report including the number of Ecolab shares received by him as merger consideration.

F2: The option will be exercisable, on a cumulative basis, as to one-third of the option shares (excluding any fractional portion less than one share), on each of the first and second anniversaries of the date of grant and as to the remaining shares on the third anniversary of the date of grant.

F3: Each restricted stock unit represents the contingent right to receive one share of Ecolab common stock, subject to the terms and conditions set forth in the restricted stock unit agreement.

F4: The shares will vest on February 28, 2014, subject to continued employment at the vesting date.

F5: Acquired pursuant to the Merger Agreement upon the conversion of restricted stock units covering 77,037 shares of Nalco common stock.

F6: The shares will vest on February 28, 2013, subject to continued employment at the vesting date.

F7: Acquired pursuant to the Merger Agreement upon the conversion of restricted stock units covering 81,210 shares of Nalco common stock.

F8: The shares will vest on February 28, 2012, subject to continued employment at the vesting date.

F9: Acquired pursuant to the Merger Agreement upon the conversion of restricted stock units covering 164,723 shares of Nalco common stock.

F10: Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 82,836 shares of Nalco common stock at an exercise price of $27.54 per share.

F11: Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 72,738 shares of Nalco common stock at an exercise price of $21.98 per share.

F12: Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 166,387 shares of Nalco common stock at an exercise price of $11.92 per share.

F13: Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 40,000 shares of Nalco common stock at an exercise price of $20.84 per share.

F14: The option vests in four equal annual installments beginning on December 31, 2008.

F15: Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 335,000 shares of Nalco common stock at an exercise price of $20.84 per share.

F16: The shares will vest on March 6, 2012, subject to continued employment at vesting date.

F17: Acquired pursuant to the Merger Agreement upon the conversion of restricted stock units covering 100,000 shares of Nalco common stock.