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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-10	Common Stock	G	380	—	Disposed	43261.530	Direct
2017-12-05	Common Stock	M	19300	$48.055	Acquired	62583.060	Direct
2017-12-05	Common Stock	S	19300	$137.538	Disposed	43283.060	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-05	Employee Stock Option (Right to Buy)	$48.055	M	19300	Disposed	2020-12-01	Common Stock (19300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4012.079	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $137.49 to $137.60, inclusive. 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.

F2: The total includes 10.841 shares acquired on July 20, 2017, and 10.689 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.

F3: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of November 30, 2017. Includes 22.320 UNITS acquired since the reporting person's last report. (The 4,012.079 UNITS are the equivalent of approximately 7,378 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.