ECOLAB INC. — Director's Dealing 2018

Sep 20, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC. (ECL)
CIK: 0000031462
Period of Report: 2018-09-18

Reporting Person: HANDLEY THOMAS W (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-31	Common Stock	G	4127	—	Disposed	4127	Indirect
2018-08-31	Common Stock	G	4127	—	Acquired	7403	Indirect
2018-08-31	Common Stock	G	4127	—	Disposed	0	Indirect
2018-08-31	Common Stock	G	4127	—	Acquired	7403	Indirect
2018-09-18	Common Stock	M	42300	$55.595	Acquired	155012.819	Direct
2018-09-18	Common Stock	F	27477	$156.220	Disposed	127535.819	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-18	Employee Stock Option (Right to Buy)	$55.595	M	42300	Disposed	2021-12-01	Common Stock (42300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	565.985	Indirect

Footnotes

F1: The reporting person is trustee and sole annuitant of the 2016 GRAT, a grantor retained annuity trust. On August 17, 2018, the 2018 GRAT distributed 31,847.155 shares of the issuer's common stock out of the 40,101.155 shares then held by the 2016 GRAT to the reporting person as an annuity payment.

F2: 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.

F3: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of August 31, 2018. Includes 3.146 UNITS acquired since the reporting person's last report. (The 565.985 UNITS are the equivalent of approximately 1,039 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.