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: 2020-02-20

Reporting Person: Inchaustegui Roberto (EVP & Pres-Global Serv & Spec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-20	Common Stock	M	18290	$103.265	Acquired	43844	Direct
2020-02-20	Common Stock	S	1766	$206.177	Disposed	42078	Direct
2020-02-20	Common Stock	S	7596	$208.174	Disposed	34482	Direct
2020-02-20	Common Stock	S	7688	$209.199	Disposed	26794	Direct
2020-02-20	Common Stock	S	1240	$210.510	Disposed	25554	Direct
2020-02-21	Common Stock	A	7312	—	Acquired	32866	Direct
2020-02-21	Common Stock	F	3287	$207.210	Disposed	29579	Direct
2020-02-21	Common Stock	I	808.16	$380.22	Disposed	846.210	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-20	Employee Stock Option (Right to Buy)	$103.265	M	18290	Disposed	2023-12-04	Common Stock (18290)	Direct
2020-02-21	Restricted Stock Units	$	M	7312	Disposed		Common Stock (7312)	Direct

Footnotes

F1: The total reported in Column 5 has been adjusted to correct an overstatement of total holdings by 25,880 shares first reflected in a Form 4 filed on March 8, 2019.

F2: The shares were sold in multiple trades at prices ranging from $206.110 to $206.215, 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: The shares were sold in multiple trades at prices ranging from $208.000 to $208.740, 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 shares were sold in multiple trades at prices ranging from $209.040 to $209.520, 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.

F5: The shares were sold in multiple trades at prices ranging from $210.495 to $210.575, 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.

F6: On February 21, 2018, the reporting person was granted 7,312 restricted stock units, vesting as of 100% of the units on the second anniversary of the date of grant. The restricted stock units convert into common stock on a one-for-one basis.

F7: Reflects the reporting person's payment of minimum statutory tax obligations by withholding shares of Ecolab Common Stock incident to the vesting of restricted stock units in accordance with Rule 16b-3.

F8: Represents and intra-plan transfer of 808.16 UNITS from the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) at a price of $378.06 per UNIT. This is the equivalent of approximately 1,481 shares of the Issuer's Common Stock at a price of $207.50 per share. The Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan remaining as of February 21, 2020 includes 4.009 UNITS acquired since the reporting person's last report.(The 846.210 UNITS remaining are the equivalent of approximately 1,551 SHARES of the issuer's Common Stock.)

F9: 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.