ECOLAB INC. — Major Shareholding Notification 2011

Jun 17, 2011

SC 13G 1 a11-15124_1sc13g.htm SC 13G

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*SCHEDULE 13G*

*Under the Securities Exchange Act of 1934 (Amendment No. )**

*ECOLAB INC.*

(Name of Issuer)

*Common Stock, $1.00 par value*

(Title of Class of Securities)

*278865100*

(CUSIP Number)

*June 7, 2011*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
x	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 278865100 — 1.	Names of Reporting Persons Cascade Investment, L.L.C.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of Organization State of Washington
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 9,421,467 (1)
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 9,241,467 (1)
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,421,467 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class Represented by Amount in Row (9) 4.1%
12.	Type of Reporting Person (See Instructions) OO

(1) All Common Shares held by Cascade Investment, L.L.C. (“Cascade”) may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

2

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CUSIP No. 278865100 — 1.	Names of Reporting Persons Bill & Melinda Gates Foundation Trust
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of Organization State of Washington
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 4,366,425 (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 4,366,425 (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,366,425 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class Represented by Amount in Row (9) 1.9%
12.	Type of Reporting Person (See Instructions) OO

(1) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all shares of Common Stock beneficially owned by Bill & Melinda Gates Foundation Trust (the “Trust”) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust.

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CUSIP No. 278865100 — 1.	Names of Reporting Persons William H. Gates III
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 9,421,467 (1)
		6.	Shared Voting Power 4,366,425 (2)
		7.	Sole Dispositive Power 9,421,467 (1)
		8.	Shared Dispositive Power 4,366,425 (2)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 13,787,892 (1)(2)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class Represented by Amount in Row (9) 6.0%
12.	Type of Reporting Person (See Instructions) IN

(1) All Common Shares held by Cascade Investment, L.L.C. (“Cascade”) may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

(2) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all shares of Common Stock beneficially owned by Bill & Melinda Gates Foundation Trust (the “Trust”) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust.

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CUSIP No. 278865100 — 1.	Names of Reporting Persons Melinda French Gates
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)	o
	(b)	x
3.	SEC Use Only
4.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		5.	Sole Voting Power 0
		6.	Shared Voting Power 4,366,425 (1)
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 4,366,425 (1)
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,366,425 (1)
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class Represented by Amount in Row (9) 1.9%
12.	Type of Reporting Person (See Instructions) IN

(1) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all shares of Common Stock beneficially owned by Bill & Melinda Gates Foundation Trust (the “Trust”) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust.

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Item 1.	(a)	Name of Issuer Ecolab Inc. (the “Issuer”)
	(b)	Address of Issuer’s Principal Executive Offices 370 Wabasha Street North St. Paul, Minnesota 55102
Item 2.
	(a)	Name of Person Filing Cascade Investment, L.L.C. (“Cascade”), Bill & Melinda Gates Foundation Trust (the “Trust”), William H. Gates III and Melinda French Gates (together, “Reporting Persons”) (1)
	(b)	Address of Principal Business Office or, if none, Residence Cascade - 2365 Carillon Point, Kirkland, Washington 98033 The Trust - 500 Fifth Avenue North, Seattle, WA 98119 Mr. Gates - One Microsoft Way, Redmond, Washington 98052 Mrs. Gates - 500 Fifth Avenue North, Seattle, WA 98119
	(c)	Citizenship Cascade is a limited liability company organized under the laws of the State of Washington. The Trust is a charitable trust organized under the laws of the State of Washington. Mr. and Mrs. Gates are citizens of the United States of America.
	(d)	Title of Class of Securities Common Stock, $1.00 par value
	(e)	CUSIP Number 278865100
(1) Neither this filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a “group” for any purpose and each expressly disclaim membership in a group.
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	Not Applicable.
Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: See the responses to Item 9 on the attached cover pages.
	(b)	Percent of class: See the responses to Item 11 on the attached cover pages.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote See the responses to Item 5 on the attached cover pages.
		(ii)	Shared power to vote or to direct the vote See the responses to Item 6 on the attached cover pages.

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	(iv)
Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
	Not Applicable
Item 8.	Identification and Classification of Members of the Group
	Not Applicable
Item 9.	Notice of Dissolution of Group
	Not Applicable
Item 10.	Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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*SIGNATURE*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 17, 2011
CASCADE INVESTMENT, L.L.C.
By:	*
	Name:	Alan Heuberger (1)
	Title:	Attorney-in-fact for Michael Larson,
		Business Manager
BILL & MELINDA GATES FOUNDATION TRUST
By:	*
	Name:	Alan Heuberger (2)
	Title:	Attorney-in-fact for each of the Co- Trustees, William H. Gates III and Melinda French Gates
WILLIAM H. GATES III
By:	*
	Name:	Alan Heuberger (2)(3)
	Title:	Attorney-in-fact
MELINDA FRENCH GATES
By:	*
	Name:	Alan Heuberger (2)
	Title:	Attorney-in-fact
JOINT FILING AGREEMENT
We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by any or all of us, will be filed, on behalf of each of us.
Date: June 17, 2011
CASCADE INVESTMENT, L.L.C.
By:	*
	Name:	Alan Heuberger (1)
	Title:	Attorney-in-fact for Michael Larson,
		Business Manager
BILL & MELINDA GATES FOUNDATION TRUST
By:	*
	Name:	Alan Heuberger (2)
	Title:	Attorney-in-fact for each of the Co- Trustees, William H. Gates III and Melinda French Gates

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By:	*
	Name:	Alan Heuberger (2)(3)
	Title:	Attorney-in-fact
MELINDA FRENCH GATES
By:	*
	Name:	Alan Heuberger (2)
	Title:	Attorney-in-fact
*By:	/s/Alan Heuberger
	Alan Heuberger

(1) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of Michael Larson, filed as Exhibit 99.1 to Amendment No. 1 to Cascade’s Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.

(2) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III and Melinda French Gates III as Co-Trustees, filed as Exhibit 99.5 to Cascade’s Schedule 13D with respect to Grupo Televisa, S.A.B. on May 7, 2009, SEC File No. 005-60431 and incorporated by reference herein.

(3) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, filed as Exhibit 99.2 to Amendment No. 1 to Cascade’s Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.

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