ECOLAB INC. — Director's Dealing 2020

May 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC. (ECL)
CIK: 0000031462
Period of Report: 2020-04-30

Reporting Person: Brown Darrell R (EVP & Pres - Global Industrial)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-04-30	Common Stock	M	17762	$119.12	Acquired	28507	Direct
2020-04-30	Common Stock	M	5889	$117.73	Acquired	34396	Direct
2020-04-30	Common Stock	S	4499	$192.689	Disposed	29897	Direct
2020-04-30	Common Stock	S	15159	$193.738	Disposed	14738	Direct
2020-04-30	Common Stock	S	3953	$194.690	Disposed	10785	Direct
2020-04-30	Common Stock	S	40	$195.24	Disposed	10745	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-04-30	Employee Stock Option (Right to Buy)	$119.12	M	17762	Disposed	2025-12-02	Common Stock (17762)	Direct
2020-04-30	Employee Stock Option (Right to Buy)	$117.73	M	5889	Disposed	2026-12-07	Common Stock (5889)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $192.17 to $193.14, 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.

F2: This transaction was executed in multiple trades at prices ranging from $193.21 to $194.20, 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.

F3: This transaction was executed in multiple trades at prices ranging from $194.23 to $195.15, 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: 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.