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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GATES WILLIAM H III
2. Issuer Name and Ticker or Trading Symbol

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

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

ONE MICROSOFT WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

8/26/2011
(Street)

REDMOND, WA 98052
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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   8/26/2011     P    717387.0000   A $50.0814   (1) 23740259.0000   I   (2) by Cascade Investment, L.L.C.   (3)
Common Stock   8/26/2011     P    183763.0000   A $50.7151   (4) 23924022.0000   I   by Cascade Investment, L.L.C.  

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

Explanation of Responses:
( 1)  This transaction was executed in multiple trades at prices ranging from $49.51 to $50.50. 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 transactions were effected.
( 2)  For purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Gates, as the sole member of Cascade Investment, L.L.C. ("Cascade") and co-trustee of Bill & Melinda Gates Foundation Trust ("Trust"), may be deemed to beneficially own more than 10% of the common stock of the issuer. Mr. Gates has no pecuniary interest in the shares held by the Trust. Neither the filing of this Form 4 nor any of its contents shall be deemed an admission that Mr. Gates and any other person or persons constitute a "group" under Section 13(d) and Mr. Gates expressly disclaims membership in a group.
( 3)  Neither the filing of this Form 4 nor any of its contents shall be deemed an admission that Cascade and any other person or persons constitute a "group" under Section 13(d) of the Act and Cascade expressly disclaims membership in a group.
( 4)  This transaction was executed in multiple trades at prices ranging from $50.51 to $50.80. 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 transactions were effected.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GATES WILLIAM H III
ONE MICROSOFT WAY
REDMOND, WA 98052

X

CASCADE INVESTMENT LLC
2365 CARILLON POINT
KIRKLAND, WA 98033



See Remarks

Signatures
/s/ Alan Heuberger, Attorney-in-fact for William H. Gates III 8/30/2011
** Signature of Reporting Person Date

/s/ Cascade Investment, L.L.C. by Alan Heuberger as attorney-in-fact for Michael Larson, Business Manager 8/30/2011
** 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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