ECOLAB INC. — Director's Dealing 2014

Jun 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2014-06-09

Reporting Person: LEVIN JERRY W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-09	Common Stock	M	3800	$63.995	Acquired	33118.92	Direct
2014-06-09	Common Stock	F	2208	$110.09	Disposed	30910.92	Direct
2014-06-11	Common Stock	S	1592	$109.4078	Disposed	29318.92	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-09	Stock Option (Right to Buy)	$63.995	M	3800	Acquired	2022-05-03	Common Stock (3800)	Direct

Footnotes

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

F2: The option became exercisable, on a cumulative basis, as to 25% of the option shares (excluding any fractional portion less than one share), on the last day of each of the first, second and third three-month periods following its May 3, 2012 date of grant and as to the remaining shares on the last day of the fourth three-month period following its date of grant.

F3: This transaction was executed in multiple trades at prices ranging from $109.39 to $109.43. 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.