ECOLAB INC. — Director's Dealing 2017

Sep 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC. (ECL)
CIK: 0000031462
Period of Report: 2017-09-14

Reporting Person: HANDLEY THOMAS W (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-23	Common Stock	G	2559	—	Disposed	2559	Indirect
2017-08-23	Common Stock	G	2559	—	Acquired	3276	Indirect
2017-08-23	Common Stock	G	2559	—	Disposed	0	Indirect
2017-08-23	Common Stock	G	2559	—	Acquired	3276	Indirect
2017-09-14	Common Stock	S	7397	$130.625	Disposed	74841.664	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	40101.155	Indirect
Common Stock	559.669	Indirect

Footnotes

F1: The reporting person is trustee and sole annuitant of the 2015 GRAT, a grantor retained annuity trust. On August 7, 2017, the 2015 GRAT distributed 22,557 shares of Ecolab Inc. common stock out of the 27,675 shares then held by the 2015 GRAT to the reporting person as an annuity payment.

F2: The reporting person is trustee and sole annuitant of the 2016 GRAT, a grantor retained annuity trust. On August 23, 2017, the 2016 GRAT distributed 35,455 shares of Ecolab Inc. common stock out of the 75,566.155 shares then held by the 2016 GRAT to the reporting person as an annuity payment.

F3: This transaction was executed in multiple trades at prices ranging from $130.60 to $130.671, 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.

F4: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of August 31, 2017. Includes 1.586 UNITS acquired since the reporting person's last report. (The 559.669 UNITS are the equivalent of approximately 1,029 SHARES of the issuer's Common Stock.)