ECOLAB INC. — Director's Dealing 2017

Dec 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC. (ECL)
CIK: 0000031462
Period of Report: 2017-12-05

Reporting Person: SCHMECHEL DANIEL J (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-05	Common Stock	M	14500	$45.665	Acquired	149088.547	Direct
2017-12-05	Common Stock	F	9376	$137.527	Disposed	139712.547	Direct
2017-12-07	Common Stock	S	1708	$136.304	Disposed	138004.547	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-05	Employee Stock Option (Right to Buy)	$45.665	M	14500	Disposed	2019-12-02	Common Stock (14500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2836.446	Indirect

Footnotes

F1: The total includes 1.239 shares acquired on April 20, 2017, 1.174 shares acquired on July 20, 2017, and 1.158 shares acquired on October 18, 2017 by dividend reinvestment under the Dividend Reinvestment Plan for shareholders of Ecolab sponsored by Computershare Trust Company, N.A.

F2: 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.

F3: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of November 30, 2017. Includes 23.952 UNITS acquired since the reporting person's last report. (The 2,836.446 UNITS are the equivalent of approximately 5,216 SHARES of the issuer's Common Stock.)

F4: 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. The date listed in the "Date Exercisable" column represents the first anniversary date of the date of grant.