ECOLAB INC. — Director's Dealing 2014

Aug 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2014-08-25

Reporting Person: Hughes Bryan L (Sr. VP & Corporate Controler)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-25	Common Stock	M	4000	$34.075	Acquired	6658	Direct
2014-08-25	Common Stock	S	3075	$114.3427	Disposed	3583	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-25	Employee Stock Option	$34.075	M	4000	Disposed	2015-12-07	Common Stock (4000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	520.363	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $114.338 to $114.36. 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.

F2: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of July 31, 2014. Includes 1.265 UNITS acquired since the reporting person's last report. (The 520.363 UNITS are the equivalent of approximately 961 shares of the issuer's Common Stock.)

F3: Option granted under the Ecolab Inc. 2002 Stock Incentive Plan on December 7, 2005. 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.