SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HANDLEY THOMAS W

(Last)

(First)

(Middle)

1 ECOLAB PLACE

(Street)

SAINT PAUL

55102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ECOLAB INC. [ ECL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/23/2017		G	V	2,559	D	$0	2,559⁽¹⁾	I	By 2015 GRAT
Common Stock	08/23/2017		G	V	2,559	A	$0	3,276	I	By child #1 trust
Common Stock	08/23/2017		G	V	2,559	D	$0	0	I	By 2015 GRAT
Common Stock	08/23/2017		G	V	2,559	A	$0	3,276	I	By child #2 trust
Common Stock								40,101.155⁽²⁾	I	By 2016 GRAT
Common Stock	09/14/2017		S		7,397	D	$130.625⁽³⁾	74,841.664⁽¹⁾⁽²⁾	D
Common Stock								559.669⁽⁴⁾	I	By Ecolab Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reporting person is trustee and sole annuitant of the 2015 GRAT, a grantor retained annuity trust. On August 7, 2017, the 2015 GRAT distributed 22,557 shares of Ecolab Inc. common stock out of the 27,675 shares then held by the 2015 GRAT to the reporting person as an annuity payment.

2. The reporting person is trustee and sole annuitant of the 2016 GRAT, a grantor retained annuity trust. On August 23, 2017, the 2016 GRAT distributed 35,455 shares of Ecolab Inc. common stock out of the 75,566.155 shares then held by the 2016 GRAT to the reporting person as an annuity payment.

3. This transaction was executed in multiple trades at prices ranging from $130.60 to $130.671, 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.

4. Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of August 31, 2017. Includes 1.586 UNITS acquired since the reporting person's last report. (The 559.669 UNITS are the equivalent of approximately 1,029 SHARES of the issuer's Common Stock.)

	/s/ David F. Duvick, as Attorney-in-Fact for Thomas W. Handley	09/15/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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