ECOLAB INC. — Director's Dealing 2016

Aug 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC. (ECL)
CIK: 0000031462
Period of Report: 2016-08-24

Reporting Person: HANDLEY THOMAS W (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-24	Common Stock	G	717	—	Disposed	717	Indirect
2016-05-24	Common Stock	G	717	—	Acquired	717	Indirect
2016-05-24	Common Stock	G	717	—	Disposed	0	Indirect
2016-05-24	Common Stock	G	717	—	Acquired	717	Indirect
2016-08-24	Common Stock	M	20000	$35.63	Acquired	95985.819	Direct
2016-08-24	Common Stock	F	12668	$121.865	Disposed	83317.819	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-24	Employee Stock Option (Right to Buy)	$35.63	M	20000	Disposed	2018-12-03	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27675	Indirect
Common Stock	553.133	Indirect

Footnotes

F1: The reporting person is trustee and sole annuitant of GRAT No. 1, a grantor retained annuity trust. On March 9, 2016 and March 10, 2016, GRAT No. 1 distributed 17,715 shares and 28.155 shares, respectively, of Ecolab Inc. common stock out of the 19,177.155 shares then held by GRAT No. 1 to the reporting person as an annuity payment.

F2: The reporting person is trustee and sole annuitant of GRAT No. 2, a grantor retained annuity trust. On August 12, 2016 , GRAT No. 2 distributed 24,100 shares of Ecolab Inc. common stock out of the 51,775 shares then held by GRAT No. 2 to the reporting person as an annuity payment.

F3: 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.

F4: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of July 31, 2016. Includes 3.221 UNITS acquired since the reporting person's last report. (The 553.133 UNITS are the equivalent of approximately 1,019 SHARES of Ecolab Inc. common stock.)

F5: 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.