ECOLAB INC. — Director's Dealing 2014

Jun 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Beck Christophe (EVP and Regions President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-06	Common Stock	M	6000	$35.63	Acquired	22839	Direct
2014-06-06	Common Stock	F	3896	$110.22	Disposed	18943	Direct
2014-06-06	Common Stock	S	800	$110.23	Disposed	18143	Direct
2014-06-06	Common Stock	S	1200	$110.24	Disposed	16943	Direct
2014-06-10	Common Stock	S	1956	$109.8035	Disposed	14987	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-06	Employee Stock Option	$35.63	M	6000	Disposed	2018-12-03	Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1067.823	Indirect

Footnotes

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

F2: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of May 31, 2014. Includes 2.699 UNITS acquired since the reporting person's last report. (The 1,067.823 UNITS are the equivalent of approximately 1,971 shares of the issuer's Common Stock.)

F3: 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.

F4: This transaction was executed in multiple trades at prices ranging from $109.79 to $109.82. 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.