ECOLAB INC. — Director's Dealing 2020

Feb 25, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ECOLAB INC. (ECL)
CIK: 0000031462
Period of Report: 2020-02-21

Reporting Person: Berger Larry L (EVP & CTO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-21	Common Stock	M	4000	$103.265	Acquired	33432	Direct
2020-02-21	Common Stock	M	12235	$107.685	Acquired	45667	Direct
2020-02-21	Common Stock	S	16235	$207.748	Disposed	29432	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-21	Employee Stock Option (Right to Buy)	$103.265	M	4000	Disposed	2023-12-04	Common Stock (4000)	Direct
2020-02-21	Employee Stock Option (Right to Buy)	$107.685	M	12235	Disposed	2024-12-03	Common Stock (12235)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	71.536	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $207.600 to $207.880, 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: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of January 31, 2020. Includes 0.172 UNITS acquired since the reporting person's last report. (The 71.536 UNITS are the equivalent of approximately 131 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 reflected in the Date Exercisable column is the first anniversary of the date of grant.