ECOLAB INC. — Director's Dealing 2014

Nov 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2014-11-18

Reporting Person: BAKER DOUGLAS M JR (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-22	Common Stock	G	17623	$0.00	Disposed	300037	Direct
2014-08-27	Common Stock	G	440	$0.00	Disposed	299597	Direct
2014-11-18	Common Stock	M	310000	$49.42	Acquired	609597	Direct
2014-11-18	Common Stock	F	219838	$112.695	Disposed	389759	Direct
2014-11-20	Common Stock	S	45000	$113.3860	Disposed	344759	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-18	Stock Option (Right to Buy)	$49.42	M	310000	Disposed	2017-12-05	Common Stock (310000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12415	Indirect
Common Stock	69925	Indirect
Common Stock	5327.331	Indirect

Footnotes

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

F2: This transaction was executed in multiple trades at prices ranging from $113.170 to $113.620. 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.

F3: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of October 31, 2014. Includes 13.609 UNITS acquired since the reporting person's last report. (The 5,327.331 UNITS are the equivalent of approximately 9,831 SHARES of the issuer's Common Stock.)

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.