SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Aronson Martha Goldberg

(Last)

(First)

(Middle)

370 WABASHA STREET NORTH

(Street)

SAINT PAUL

55102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2014

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Pres.-Global Healthcare

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,646	D
Common Stock	4,000	I	By Martha G. Aronson Revocable Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	4,960	⁽¹⁾	D
Employee Stock Option (Right to Buy)	08/01/2013⁽²⁾	08/01/2022	Common Stock	31,000	$65.595	D
Employee Stock Option (Right to Buy)	12/05/2013⁽³⁾	12/05/2022	Common Stock	19,600	$71.54	D
Employee Stock Option (Right to Buy)	12/04/2014⁽⁴⁾	12/04/2023	Common Stock	13,990	$103.265	D

Explanation of Responses:

1. Award granted under the Ecolab Inc. 2010 Stock Incentive Plan on August 1, 2012. Each restricted stock unit represents a contingent right to receive one share of Ecolab Inc. common stock. The units will vest, subject to continued employment, as to 2,480 units on the second anniversary of the date of grant and as to the remaining 2,480 units on the third anniversary of the date of grant.

2. Option granted under the Ecolab Inc. 2010 Stock Incentive Plan on August 1, 2012. The option will become 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.

3. Option granted under the Ecolab Inc. 2010 Stock Incentive Plan on December 5, 2012. The option will become 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.

4. Option granted under the Ecolab Inc. 2010 Stock Incentive Plan on December 4, 2013. The option will become 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.

	David F. Duvick, as Attorney-in-Fact for Martha Goldberg Aronson	05/16/2014
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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