ECOLAB INC. — Director's Dealing 2012

Nov 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2012-11-12

Reporting Person: LUMPKINS ROBERT L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-12	Common Stock	M	5946	$24.8325	Acquired	56042.82	Direct
2012-11-12	Common Stock	F	2114	$69.84	Disposed	53928.82	Direct
2012-11-12	Common Stock	M	5269	$27.07	Acquired	59197.82	Direct
2012-11-12	Common Stock	F	2042	$69.84	Disposed	57155.82	Direct
2012-11-12	Common Stock	M	6700	$29.29	Acquired	63855.82	Direct
2012-11-12	Common Stock	F	2809	$69.84	Disposed	61046.82	Direct
2012-11-12	Common Stock	M	5467	$29.29	Acquired	66513.82	Direct
2012-11-12	Common Stock	F	2292	$69.84	Disposed	64221.82	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-12	Stock Option (Right to Buy)	$24.8325	M	5946	Disposed	2013-05-09	Common Stock (5946)	Direct
2012-11-12	Stock Option (Right to Buy)	$27.07	M	5269	Disposed	2013-11-01	Common Stock (5269)	Direct
2012-11-12	Stock Option (Right to Buy)	$29.29	M	6700	Disposed	2014-05-07	Common Stock (6700)	Direct
2012-11-12	Stock Option (Right to Buy)	$29.29	M	5467	Disposed	2014-05-07	Common Stock (5467)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4684	Indirect

Footnotes

F1: Reflects the reporting person's payment of the exercise price and witholding taxes for a stock option issued in accordance with Rule 16b-3 by delivering or withholding shares of Ecolab common stock.

F2: Option granted under the Ecolab Inc. 2001 Non-Employee Director Stock Option Plan. The option was originally reported as a grant of 2,973 shares at a price of $49.665 per share, and was adjusted following the company's two-for-one stock split paid June 6, 2003. Option granted in lieu of $36,906.40 of non-employee director compensation earned by reporting person over the period from November 1, 2002 to May 9, 2003.

F3: Option granted under the Ecolab Inc. 2001 Non-Employee Director Stock Option Plan. Option granted in lieu of $35,654.31 of non-employee director compensation earned by reporting person over the period from May 10, 2003 to November 1, 2003.

F4: Option granted under the Ecolab Inc. 2001 Non-Employee Director Stock Option Plan. Option granted in lieu of $40,028.70 of non-employee director compensation earned by reporting person over the period from November 2, 2003 to May 7, 2004.