ECOLAB INC. — Director's Dealing 2014

Mar 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2014-03-12

Reporting Person: Taylor Stephen M (EVP and Pres. - Nalco Champion)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-12	Common Stock	M	9535	$40.53	Acquired	62181	Direct
2014-03-12	Common Stock	M	19200	$55.595	Acquired	81381	Direct
2014-03-12	Common Stock	S	28735	$110.5672	Disposed	52646	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-14	Employee Stock Option (Right to Buy)	$40.53	M	9535	Disposed	2021-02-08	Common Stock (9535)	Direct
2014-03-12	Employee Stock Option (Right to Buy)	$55.595	M	19200	Disposed	2021-12-01	Common Stock (19200)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $110.26 to $110.80. 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: This option originally represented an option to purchase shares of common stock of Nalco Holding Company ("Nalco") and the vesting of the option was accelerated pursuant to Mr. Taylor's Change of Control Agreement with Nalco upon closing of the merger on December 1, 2011 by and among Ecolab Inc., Sustainability Partners Corporation and Nalco. The option was converted into an option to purchase shares of Ecolab Inc. common stock pursuant to the Agreement and Plan of Merger dated as of July 19, 2011 among Ecolab Inc., Sustainability Partners Corporation and Nalco.

F3: Option granted under the Ecolab Inc. 2010 Stock Incentive Plan on December 1, 2011. 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 option shares on the third anniversary of the date of grant.