ECOLAB INC. — Director's Dealing 2014

Dec 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2014-12-03

Reporting Person: Beck Christophe (EVP and Regions President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-05	Common Stock	M	5300	$49.42	Acquired	20287	Direct
2014-12-05	Common Stock	M	5100	$35.63	Acquired	25387	Direct
2014-12-05	Common Stock	S	10400	$109.7497	Disposed	14987	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-03	Employee Stock Option (Right to Buy)	$107.685	A	24471	Acquired	2024-12-03	Common Stock (24471)	Direct
2014-12-05	Employee Stock Option (Right to Buy)	$49.42	M	5300	Disposed	2017-12-05	Common Stock (5300)	Direct
2014-12-05	Employee Stock Option (Right to Buy)	$35.63	M	5100	Disposed	2018-12-03	Common Stock (5100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1073.117	Indirect

Footnotes

F1: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of November 30, 2014. Includes 5.294 UNITS acquired since the reporting person's last report. (The 1,073.117 UNITS are the equivalent of approximately 1,981 shares of the issuer's Common Stock.)

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: This transaction was executed in multiple trades at prices ranging from $109.37 to $110.10. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: Option granted under the Ecolab Inc. 2005 Stock Incentive Plan on December 5, 2007. 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.

F5: Option granted under the Ecolab Inc. 2005 Stock Incentive Plan on December 3, 2008. 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.