ECOLAB INC. — Director's Dealing 2020

Jun 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC. (ECL)
CIK: 0000031462
Period of Report: 2020-06-03

Reporting Person: Bryant Deric D. (EVP & Pres - Upstream Energy)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-03	Employee Stock Option (Right to Buy)	$55.595	D	2500	Disposed	2021-12-01	Common Stock (2500)	Direct
2020-06-03	Employee Stock Option (Right to Buy)	$71.54	D	2300	Disposed	2022-12-05	Common Stock (2300)	Direct
2020-06-03	Employee Stock Option (Right to Buy)	$103.265	D	1720	Disposed	2023-12-04	Common Stock (1720)	Direct
2020-06-03	Employee Stock Option (Right to Buy)	$107.685	D	2345	Disposed	2024-12-03	Common Stock (2345)	Direct
2020-06-03	Employee Stock Option (Right to Buy)	$119.12	D	2499	Disposed	2025-12-02	Common Stock (2499)	Direct
2020-06-03	Employee Stock Option (Right to Buy)	$117.73	D	7249	Disposed	2026-12-07	Common Stock (7249)	Direct
2020-06-03	Employee Stock Option (Right to Buy)	$137.087	D	13819	Disposed	2027-12-06	Common Stock (13819)	Direct
2020-06-03	Employee Stock Option (Right to Buy)	$158.515	D	10858	Disposed	2028-12-04	Common Stock (10858)	Direct
2020-06-03	Restricted Stock Units	$	D	15220	Disposed		Common Stock (15220)	Direct
2020-06-03	Restricted Stock Units	$	D	6275	Disposed		Common Stock (6275)	Direct

Footnotes

F1: On June 3, 2020, pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of December 18, 2019, by and among Ecolab Inc., Apergy Corporation, ChampionX Holding Inc., a wholly owned subsidiary of Ecolab, and Athena Merger Sub, Inc., a wholly owned subsidiary of Apergy, and the Separation and Distribution Agreement, dated as of December 18, 2019, by and among Ecolab, ChampionX and Apergy, Ecolab exchanged, in an exchange offer, all shares of ChampionX common stock owned by Ecolab for outstanding shares of Ecolab common stock that were validly tendered and not properly withdrawn and accepted in the offer and, following the consummation of the offer, Merger Sub merged with and into ChampionX, whereby the separate corporate existence of Merger Sub ceased and ChampionX continued as the surviving corporation and a wholly owned subsidiary of Apergy.

F2: Represents stock options ("Options") granted under the Ecolab Inc. 2010 Stock Incentive Plan and that were outstanding immediately prior to the Merger. The Option became or becomes 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 option shares on the third anniversary of the date of grant. The date listed is the first anniversary of the date of grant.

F3: Pursuant to the Employee Matters Agreement, dated as of December 18, 2019, by and among Ecolab, ChampionX and Apergy, each vested or unvested Option held by a ChampionX employee was assumed and converted into an equivalent Apergy stock option on the same terms and conditions as were applicable immediately prior to the Merger (i) for such number of shares of Apergy common stock (rounded down to the nearest whole share) equal to the product of (x) the number of Ecolab shares issuable upon the exercise of the corresponding Option and (y) an Equity Award Adjustment Ratio of 21.02477701, which represents the quotient obtained by dividing the closing trading price per Ecolab share on June 2, 2020 by the closing trading price per share of Apergy common stock on June 2, 2020, and (ii) having a per-share exercise price (rounded up to the nearest whole cent) equal to the quotient determined by dividing (x) the per-share exercise price of the Option by (y) the Equity Award Adjustment Ratio.

F4: Represents restricted stock units (each, a "RSU") that were outstanding immediately prior to the Merger. By their terms, prior to the Merger, each RSU represented a contingent right to one Ecolab share. Pursuant to the Employee Matters Agreement, each RSU held by a ChampionX employee that was outstanding immediately prior to the Merger, whether vested or unvested, was assumed and converted into an equivalent Apergy RSU on the same terms and conditions as were applicable immediately prior to the Merger, and relating to a number of shares of Apergy common stock (with each discrete grant rounded up to the nearest whole share) equal to the product of (i) the number of Ecolab shares subject to such awards, multiplied by (ii) the Equity Award Adjustment Ratio.

F5: The RSUs, which were granted on November 2, 2017, will vest as to 100% of the grant amount on the fourth anniversary of the date of grant, subject to continued employment.

F6: The RSUs, which were granted on December 3, 2019, will vest as to 100% of the grant amount on the third anniversary of the date of grant, subject to continued employment.