ECOLAB INC. — Director's Dealing 2015

Dec 11, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC. (ECL)
CIK: 0000031462
Period of Report: 2015-12-10

Reporting Person: HANDLEY THOMAS W (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-10	Common Stock	M	40000	$49.42	Acquired	41000.664	Direct
2015-12-10	Common Stock	F	28072	$116.46	Disposed	12928.664	Direct
2015-12-10	Common Stock	M	40000	$35.63	Acquired	52928.664	Direct
2015-12-10	Common Stock	F	25618	$116.46	Disposed	27310.664	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-10	Employee Stock Option (Right to Buy)	$49.42	M	40000	Disposed	2017-12-05	Common Stock (40000)	Direct
2015-12-10	Employee Stock Option (Right to Buy)	$35.63	M	40000	Disposed	2018-12-03	Common Stock (40000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19177.155	Indirect
Common Stock	51775	Indirect
Common Stock	548.044	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 November 30, 2015. (The 548.044 UNITS are the equivalent of approximately 1,011 SHARES of the issuer's Common Stock.)

F3: Option granted under the Ecolab Inc. 2005 Stock Incentive Plan on December 5, 2007. 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 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.