FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BAKER DOUGLAS M JR
2. Issuer Name and Ticker or Trading Symbol

ECOLAB INC [ ECL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

ECOLAB INC., 370 WABASHA STREET N.
3. Date of Earliest Transaction (MM/DD/YYYY)

11/18/2014
(Street)

ST. PAUL, MN 55102
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/22/2014     G   V 17623   D $0.00   300037   D    
Common Stock   8/27/2014     G   V 440   D $0.00   299597   D    
Common Stock   11/18/2014     M    310000   A $49.42   609597   D    
Common Stock   11/18/2014     F (1)    219838   D $112.695   389759   D    
Common Stock   11/20/2014     S    45000   D $113.3860   (2) 344759   D    
Common Stock                  12415   I   By wife  
Common Stock                  69925   I   By Douglas M. Baker, Jr. 2012 Irrevocable Trust  
Common Stock                  5327.331   (3) I   By Ecolab Savings Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (Right to Buy)   $49.42   11/18/2014     M         310000    12/5/2008   (4) 12/5/2017   Common Stock   310000   $0.00   0   D    

Explanation of Responses:
( 1)  Reflects the reporting person's payment of the exercise price and tax liability for a stock option issued in accordance with Rule 16b-3 by delivering or withholding shares of Ecolab common stock.
( 2)  This transaction was executed in multiple trades at prices ranging from $113.170 to $113.620. 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.
( 3)  Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of October 31, 2014. Includes 13.609 UNITS acquired since the reporting person's last report. (The 5,327.331 UNITS are the equivalent of approximately 9,831 SHARES of the issuer's Common Stock.)
( 4)  Option granted under the Ecolab Inc. 2005 Stock Incentive Plan on December 5, 2007. 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BAKER DOUGLAS M JR
ECOLAB INC.
370 WABASHA STREET N.
ST. PAUL, MN 55102
X
Chairman and CEO

Signatures
/s/David F. Duvick, Attorney-in-Fact for Douglas M. Baker, Jr. 11/20/2014
** 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 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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