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ECOLAB INC. Director's Dealing 2015

Dec 4, 2015

29912_dirs_2015-12-04_cf6c9130-a99e-4171-91c2-1a4e58b8f778.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC. (ECL)
CIK: 0000031462
Period of Report: 2015-12-02

Reporting Person: HANDLEY THOMAS W (President and COO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-05-05 Common Stock G 187 Disposed 1000.664 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-12-02 Employee Stock Option (Right to Buy) $119.12 A 38452 Acquired 2025-12-02 Common Stock (38452) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 19177.155 Indirect
Common Stock 51775 Indirect
Common Stock 548.044 Indirect

Footnotes

F1: The reporting person is trustee and sole annuitant of GRAT No. 1, a grantor retained annuity trust. On March 9, 2015, GRAT No. 1 distributed 15,902 shares of Ecolab Inc. common stock out of the 35,079.155 shares then held by GRAT No. 1 to the reporting person as an annuity payment.

F2: Includes 98.664 shares acquired by the reporting person on April 15, 2015, by dividend reinvestment under the Dividend Reinvestment Plan for shareholders of Ecolab sponsored by Computershare Trust Company, N.A.

F3: The reporting person is trustee and sole annuitant of GRAT No. 2, a grantor retained annuity trust. On June 9, 2015, the reporting person contributed 51,775 shares of Ecolab Inc. common stock to GRAT No. 2.

F4: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of November 30, 2015. Includes 4.501 UNITS acquired since the reporting person's last report. (The 548.044 UNITS are the equivalent of approximately 1,011 SHARES of the issuer's Common Stock.)

F5: The option will be 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.