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*
BELL LAWRENCE T

(Last) (First) (Middle)
ECOLAB INC.
370 WABASHA STREET N.

(Street)
ST. PAUL MN 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)
SVP, GC and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
12/11/2006
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)
Code V Amount (A) or (D) Price
Common Stock 12/11/2006 M 6,000 A $10.945 113,168 D
Common Stock 12/11/2006 F(1) 3,386 D $45.59 109,782 D
Common Stock 12/11/2006 M 17,000 A $14.859 126,782 D
Common Stock 12/11/2006 F(1) 10,433 D $45.59 116,349 D
Common Stock 12/11/2006 M 26,200 A $19.922 142,549 D
Common Stock 12/11/2006 F(1) 17,746 D $45.49 124,803 D
Common Stock 12/13/2006 S 17,635 D $45.25 107,168 D
Common Stock 8,215.818(2) I By Ecolab Savings Plan
Common Stock 2,603(3) I By Daughter
Common Stock 2,711(4) I By Daughter
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $10.945(5) 12/11/2006 M 6,000(5) 08/15/1998(5) 08/15/2007 Common Stock 6,000 $0.00 0 D
Employee Stock Option (Right to Buy) $14.859(6) 12/11/2006 M 17,000(6) 08/14/1999(6) 08/14/2008 Common Stock 17,000 $0.00 0 D
Employee Stock Option (Right to Buy) $19.922(7) 12/11/2006 M 26,200(7) 08/13/2000(7) 08/13/2009 Common Stock 26,200 $0.00 0 D
Explanation of Responses:
1. Reflects the reporting person's payment of the exercise price and withholding taxes for a stock option issued in accordance with Rule 16b-3 by withholding shares of Ecolab Common Stock.
2. Number of UNITS owned by the reporting person in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of September 30, 2006. (The 8,215.818 UNITS are equivalent to approximately 15,341 SHARES of the Issuer's Common Stock.)
3. A daughter of the reporting person holds 2,603 shares, of which, the reporting person is an Indirect Beneficial Owner.
4. A daughter of the reporting person holds 2,711 shares, of which, the reporting person is an Indirect Beneficial Owner.
5. Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 15, 1997. The option was originally reported as covering 3,000 shares at an exercise price of $43.78125/share, but has been adjusted to reflect stock splits on January 15, 1998 and June 6, 2003. The option became exercisable, on a cumulative basis, as to 25% of the total shares subject to the Option (excluding any fractional portion less than one share), on each of the first, second and third anniversaries of the date of grant and as to the remaining shares on the fourth anniversary of the date of grant.
6. Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 14, 1998. The option was originally reported as covering 8,500 shares at an exercise price of $29.71875/share, but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, on a cumulative basis, as to 25% of the total shares subject to the Option (excluding any fractional portion less than one share), on each of the first, second and third anniversaries of the date of grant and as to the remaining shares on the fourth anniversary of the date of grant.
7. Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 13, 1999. The option was originally reported as covering 13,100 shares at an exercise price of $39.84375/share, but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, on a cumulative basis, as to 25% of the total shares subject to the Option (excluding any fractional portion less than one share), on each of the first, second and third anniversaries of the date of grant and as to the remaining shares on the fourth anniversary of the date of grant.
/s/ David F. Duvick, Attorney-in-Fact for Lawrence T. Bell 12/13/2006
** 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).
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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