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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-09	Common Stock	M	193100	$45.24	Acquired	450365.931	Direct
2014-06-09	Common Stock	F	134177	$110.09	Disposed	316188.931	Direct
2014-06-11	Common Stock	S	30000	$109.3754	Disposed	286738.697	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-09	Stock Option (Right to Buy)	$45.24	M	193100	Acquired	2016-12-06	Common Stock (193100)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12415	Indirect
Common Stock	69925	Indirect
Common Stock	5300.759	Indirect

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: Option granted under the Ecolab Inc. 2005 Stock Incentive Plan on December 6, 2006. 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.

F3: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of May 31, 2014. Includes 13.523 UNITS acquired since the reporting person's last report. (The 5,300.759 UNITS are the equivalent of approximately 9,784 SHARES of the issuer's Common Stock.)

F4: Includes 549.766 shares acquired on April 21, 2014, by dividend reinvestment under the Dividend Reinvestment Plan for shareholders of Ecolab sponsored by Computershare Trust Company, N.A.