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: BAKER DOUGLAS M JR (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-20	Common Stock	M	195800	$71.540	Acquired	750104	Direct
2020-02-20	Common Stock	S	41963	$205.762	Disposed	708141	Direct
2020-02-20	Common Stock	S	102499	$206.298	Disposed	605642	Direct
2020-02-02	Common Stock	S	9233	$207.655	Disposed	596409	Direct
2020-02-20	Common Stock	S	17513	$208.762	Disposed	578896	Direct
2020-02-20	Common Stock	S	748	$209.247	Disposed	578148	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-20	Employee Stock Option (Right to Buy)	$71.54	M	195800	Disposed	2022-12-05	Common Stock (195800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7050	Indirect
Common Stock	72850	Indirect
Common Stock	72500	Indirect
Common Stock	5653.151	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $205.030 to $206.020, 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 $206.030 to $206.985, 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 $207.050 to $208.040, 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: This transaction was executed in multiple trades at prices ranging from $208.190 to $209.180, 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: This transaction was executed in multiple trades at prices ranging from $209.190 to $209.310, 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: Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of January 31, 2020. Includes 13.711 UNITS acquired since the reporting person's last report. (The 5,653.151 UNITS are the equivalent of approximately 10,364 SHARES of the issuer's Common Stock.)

F7: 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.