ECOLAB INC. — Director's Dealing 2016

Dec 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC. (ECL)
CIK: 0000031462
Period of Report: 2016-12-07

Reporting Person: HANDLEY THOMAS W (President and COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-07	Employee Stock Option (Right to Buy)	$117.73	A	39722	Acquired	2026-12-07	Common Stock (39722)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7761.664	Direct
Common Stock	27675	Indirect
Common Stock	75556.155	Indirect
Common Stock	717	Indirect
Common Stock	717	Indirect
Common Stock	554.767	Indirect

Footnotes

F1: The reporting person is trustee and sole annuitant of the Thomas W. Handley 2016 two-year GRAT, a grantor retained annuity trust ("2016 GRAT"). On September 7, 2016, the reporting person contributed 75,556.155 shares of the issuer's Common Stock to the 2016 GRAT.

F2: The 2015 GRAT, established on June 9, 2015, is two-year grantor retained annuity trust that was referenced as GRAT No. 2 on previously filed Form 4s.

F3: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of November 30, 2016. Includes 1.634 UNITS acquired since the reporting person's last report. (The 554.767 UNITS are the equivalent of approximately 1,022 SHARES of the issuer's Common Stock.)

F4: 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.