ECOLAB INC. — Director's Dealing 2015

Oct 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC. (ECL)
CIK: 0000031462
Period of Report: 2015-10-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-08	Common Stock	M	11800	$45.665	Acquired	42813	Direct
2015-10-08	Common Stock	F	8028	$119.225	Disposed	34785	Direct
2015-10-08	Common Stock	M	6200	$48.055	Acquired	40985	Direct
2015-10-08	Common Stock	F	4281	$119.225	Disposed	36704	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-08	Employee Stock Option (Right to Buy)	$45.665	M	11800	Disposed	2019-12-02	Common Stock (11800)	Direct
2015-10-08	Employee Stock Option (Right to Buy)	$48.055	M	6200	Disposed	2020-12-01	Common Stock (6200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	68.049	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 September 30, 2015. Includes 0.378 UNITS acquired since the reporting person's last report. (The 68.049 UNITS are the equivalent of approximately 126 SHARES of the issuer's Common Stock.)

F3: Option granted under the Ecolab Inc. 2005 Stock Incentive Plan on December 2, 2009. 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. 2010 Stock Incentive Plan on December 1, 2010. 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 shares on the third anniversary of the date of grant.