ECOLAB INC. — Director's Dealing 2016

Aug 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC. (ECL)
CIK: 0000031462
Period of Report: 2016-08-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-10	Common Stock	M	210500	$35.63	Acquired	589852	Direct
2016-08-10	Common Stock	F	133096	$122.805	Disposed	456756	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-10	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	19215	Indirect
Common Stock	72500	Indirect
Common Stock	5440.315	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 July 31, 2016. Includes 31.830 UNITS acquired since the reporting person's last report. (The 5,440.315 UNITS are the equivalent of approximately 10,037 SHARES of the issuer's Common Stock.)

F3: 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.