ECOLAB INC. — Director's Dealing 2014

Mar 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC (ECL)
CIK: 0000031462
Period of Report: 2014-03-06

Reporting Person: Berger Larry L (Executive VP & CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-06	Common Stock	M	3300	$35.63	Acquired	24993	Direct
2014-03-06	Common Stock	F	1819	$109.815	Disposed	23174	Direct
2014-03-06	Common Stock	M	10000	$45.575	Acquired	33174	Direct
2014-03-06	Common Stock	F	6667	$109.815	Disposed	26507	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-06	Employee Stock Option (Right to Buy)	$35.63	M	3300	Disposed	2018-12-03	Common Stock (3300)	Direct
2014-03-06	Employee Stock Option (Right to Buy)	$45.575	M	10000	Disposed	2018-05-01	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	66.950	Indirect

Footnotes

F1: Reflects the reporting person's payment of the exercise price and withholding 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 February 28, 2014. (The 66.950 UNITS are the equivalent of approximtely 124 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 option shares on the third anniversary of the date of grant.

F4: Option granted under the Ecolab Inc. 2005 Stock Incentive Plan on May 1, 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 option shares on the third anniversary of the date of grant