ECOLAB INC. — Director's Dealing 2016

Aug 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC. (ECL)
CIK: 0000031462
Period of Report: 2016-08-04

Reporting Person: SCHMECHEL DANIEL J (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-04	Common Stock	M	21500	$49.42	Acquired	131845.962	Direct
2016-08-04	Common Stock	F	14603	$122.095	Disposed	117242.962	Direct
2016-08-04	Common Stock	M	34400	$35.63	Acquired	151642.962	Direct
2016-08-04	Common Stock	F	21121	$122.095	Disposed	130524.422	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-04	Employee Stock Option	$49.42	M	21500	Disposed	2017-12-05	Common Stock (21500)	Direct
2016-08-04	Common Stock	$35.63	M	34400	Disposed	2018-12-03	Common Stock (34400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2795.560	Indirect

Footnotes

F1: Reflects the reporting person's payment of the exercise price and witholding taxes for a stock option issued in accordance with Rule 16b-3 by delivering or withholding shares of Ecolab common stock.

F2: The total includes 1.261 shares acquired on April 20, 2016 and 1.199 shares acquired on July 20, 2016 by dividend reinvestment under the Dividend Reinvestment Plan for shareholders of Ecolab sponsored by Computershare Trust Company, N.A.

F3: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of July 31, 2016. (The 2,795.560 UNITS are the equivalent of approximately 5,154 shares of the issuer's Common Stock.)

F4: Option granted under the Ecolab Inc. 2005 Stock Incentive Plan on December 5, 2007. 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.

F5: 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 shares on the third anniversary of the date of grant.