ECOLAB INC. — Director's Dealing 2017

May 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC. (ECL)
CIK: 0000031462
Period of Report: 2017-05-08

Reporting Person: HANDLEY THOMAS W (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-08	Common Stock	M	31400	$45.665	Acquired	45229.664	Direct
2017-05-08	Common Stock	F	21003	$126.555	Disposed	24226.664	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-08	Employee Stock Option (Right to Buy)	$45.665	M	31400	Disposed	2019-12-02	Common Stock (31400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27675	Indirect
Common Stock	75556.155	Indirect
Common Stock	717	Indirect
Common Stock	717	Indirect
Common Stock	558.083	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: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of April 30, 2017. Includes 1.613 UNITS acquired since the reporting person's last report. (The 558.083 UNITS are the equivalent of approximately 1,027 SHARES of the issuer's Common Stock.)

F3: 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.