ECOLAB INC. — Director's Dealing 2014

Dec 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2014-12-15

Reporting Person: HANDLEY THOMAS W (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-15	Common Stock	M	36600	$45.24	Acquired	48425	Direct
2014-12-15	Common Stock	M	13800	$49.42	Acquired	62225	Direct
2014-12-15	Common Stock	M	13400	$35.63	Acquired	75625	Direct
2014-12-15	Common Stock	F	44937	$102.78	Disposed	30688	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-15	Employee Stock Option (right to buy)	$45.24	M	36600	Disposed	2016-12-06	Common Stock (36600)	Direct
2014-12-15	Employee Stock Option (right to buy)	$49.42	M	13800	Disposed	2017-12-05	Common Stock (13800)	Direct
2014-12-15	Employee Stock Option (right to buy)	$35.63	M	13400	Disposed	2018-12-03	Common Stock (13400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35079.155	Indirect
Common Stock	541.707	Indirect

Footnotes

F1: Payment of exercise price and tax liability by withholding shares incident to the exercise of three employee stock options issued in accordance with Rule 16b-3.

F2: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of November 30, 2014. (The 541.707 UNITS are the equivalent of approximately 1,000 shares of the issuer's Common Stock.)

F3: The option became 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.