ECOLAB INC. — Director's Dealing 2017

Dec 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC. (ECL)
CIK: 0000031462
Period of Report: 2017-12-04

Reporting Person: HANDLEY THOMAS W (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-04	Common Stock	M	34700	$48.055	Acquired	109541.664	Direct
2017-12-04	Common Stock	F	23056	$136.430	Disposed	86485.664	Direct
2017-12-05	Common Stock	S	11644	$137.504	Disposed	74841.664	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-04	Employee Stock Option (Right to Buy)	$48.055	M	34700	Disposed	2020-12-01	Common Stock (34700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3276	Indirect
Common Stock	3276	Indirect
Common Stock	40101.155	Indirect
Common Stock	561.191	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: This transaction was executed in multiple trades at prices ranging from $137.30 to $137.80, 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.

F3: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of November 30, 2017. Includes 1.522 UNITS acquired since the reporting person's last report. (The 561.191 UNITS are the equivalent of approximately 1,032 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.