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)

370 WABASHA STREET NORTH

(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)
08/24/2016

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	05/24/2016		G	V	717	D	$0	717⁽¹⁾	I	By GRAT No. 1
Common Stock	05/24/2016		G	V	717	A	$0	717	I	By child #1 trust
Common Stock	05/24/2016		G	V	717	D	$0	0	I	By GRAT No. 1
Common Stock	05/24/2016		G	V	717	A	$0	717	I	By child #2 trust
Common Stock								27,675⁽²⁾	I	By GRAT No. 2
Common Stock	08/24/2016		M		20,000	A	$35.63	95,985.819⁽¹⁾⁽²⁾	D
Common Stock	08/24/2016		F⁽³⁾		12,668	D	$121.865	83,317.819	D
Common Stock								553.133⁽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)
Employee Stock Option (Right to Buy)	$35.63	08/24/2016		M			20,000	12/03/2009⁽⁵⁾	12/03/2018	Common Stock	20,000	$0	0	D

Explanation of Responses:

1. The reporting person is trustee and sole annuitant of GRAT No. 1, a grantor retained annuity trust. On March 9, 2016 and March 10, 2016, GRAT No. 1 distributed 17,715 shares and 28.155 shares, respectively, of Ecolab Inc. common stock out of the 19,177.155 shares then held by GRAT No. 1 to the reporting person as an annuity payment.

2. The reporting person is trustee and sole annuitant of GRAT No. 2, a grantor retained annuity trust. On August 12, 2016 , GRAT No. 2 distributed 24,100 shares of Ecolab Inc. common stock out of the 51,775 shares then held by GRAT No. 2 to the reporting person as an annuity payment.

3. 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 delivering or withholding shares of Ecolab Inc. common stock.

4. Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of July 31, 2016. Includes 3.221 UNITS acquired since the reporting person's last report. (The 553.133 UNITS are the equivalent of approximately 1,019 SHARES of Ecolab Inc. common stock.)

5. Option granted on December 3, 2008 under the Ecolab Inc. 2005 Stock Incentive Plan. 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.

	/s/ David F. Duvick, as Attorney-in-Fact for Thomas W. Handley	08/26/2016
	** 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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