ECOLAB INC. — Director's Dealing 2017

Mar 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC. (ECL)
CIK: 0000031462
Period of Report: 2017-03-16

Reporting Person: Berger Larry L (Executive VP & CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-16	Common Stock	M	3100	$48.055	Acquired	36210	Direct
2017-03-16	Common Stock	F	1832	$125.055	Disposed	34378	Direct
2017-03-16	Common Stock	M	13000	$55.595	Acquired	47378	Direct
2017-03-16	Common Stock	F	9071	$125.055	Disposed	38307	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-16	Employee Stock Option (Right to Buy)	$48.055	M	3100	Disposed	2020-12-01	Common Stock (3100)	Direct
2017-03-16	Employee Stock Option (Right to Buy)	$55.595	M	13000	Disposed	2021-12-01	Common Stock (13000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	69.269	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 February 28, 2017. The 69.269 UNITS are the equivalent of approximately 128 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.