ECOLAB INC. — Director's Dealing 2016

Aug 30, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC. (ECL)
CIK: 0000031462
Period of Report: 2016-08-25

Reporting Person: Hickey Michael A (EVP & Pres. Global Inst.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-25	Common Stock	M	21500	$49.42	Acquired	61341.816	Direct
2016-08-25	Common Stock	F	14862	$122.285	Disposed	46479.816	Direct
2016-08-25	Common Stock	M	30300	$35.63	Acquired	76779.816	Direct
2016-08-25	Common Stock	F	19177	$122.285	Disposed	57602.816	Direct
2016-08-29	Common Stock	S	17761	$123.904	Disposed	39864.521	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-25	Employee Stock Option (Right to Buy)	$49.42	M	21500	Disposed	2017-12-05	Common Stock (21500)	Direct
2016-08-25	Employee Stock Option (Right to Buy)	$35.63	M	30300	Disposed	2018-12-03	Common Stock (30300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3941.711	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 Inc. common stock.

F2: This transaction was executed in multiple trades at prices ranging from $123.90 to $124.14. 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: The total includes 11.639 shares acquired on April 15, 2016 and 11.066 shares acquired on July 15, 2016 by dividend reinvestment under the Dividend Reinvestment Plan for shareholders of Ecolab sponsored by Computershare Trust Company, N.A.

F4: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of July 31, 2016. Includes 35.199 UNITS acquired since the reporting person's last report. (The 3941.711 UNITS are the equivalent of approximately 7,267 SHARES of the issuer's Common Stock.)

F5: Option granted on December 5, 2007 under the Ecolab Inc. 2005 Stock Incentive Plan. 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.

F6: Option granted on December 3, 2008 under the Ecolab Inc. 2005 Stock Incentive Plan. 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.