ECOLAB INC. — Director's Dealing 2015

Nov 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC. (ECL)
CIK: 0000031462
Period of Report: 2015-11-04

Reporting Person: BAKER DOUGLAS M JR (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-16	Common Stock	G	8750	—	Disposed	341648	Direct
2015-07-16	Common Stock	G	8750	—	Acquired	21165	Indirect
2015-08-06	Common Stock	G	2575	—	Disposed	339073	Direct
2015-08-06	Common Stock	G	2575	—	Acquired	72500	Indirect
2015-08-06	Common Stock	G	1950	—	Disposed	19215	Indirect
2015-08-07	Common Stock	G	430	—	Disposed	338643	Direct
2015-11-04	Common Stock	M	210500	$35.63	Acquired	549143	Direct
2015-11-04	Common Stock	F	134085	$119.08	Disposed	415058	Direct
2015-11-06	Common Stock	S	42500	$116.9687	Disposed	372558	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-11-04	Employee Stock Option (Right to Buy)	$35.63	M	210500	Disposed	2018-12-03	Common Stock (210500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5390.020	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: This transaction was executed in multiple trades at prices ranging from $116.80 to $117.19. 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.

F3: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of October 31, 2015. Includes 44.533 UNITS acquired since the reporting person's last report. (The 5,390.02 UNITS are the equivalent of approximately 9,946 SHARES of the issuer's Common Stock.)

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.