- Annual Statement of Changes in Beneficial Ownership (5)
February 03 2012 - 6:15PM
Edgar (US Regulatory)
FORM 5
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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).
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X
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Form 3 Holdings Reported
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X
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Expires:
January 31, 2014
Estimated average burden
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1.0
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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
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1. Name and Address of Reporting Person
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Fyrwald J Erik
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2. Issuer Name
and
Ticker or Trading Symbol
ECOLAB INC [ECL]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President
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(Last)
(First)
(Middle)
ECOLAB INC., 370 WABASHA STREET N.
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2011
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(Street)
ST. PAUL, MN 55102
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Amount
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(A) or (D)
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Price
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Common Stock
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3
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12522
(1)
(2)
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I
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J. Erik Fyrwald Trust
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Common Stock
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46109
(2)
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I
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Erik Fyrwald GRAT
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Common Stock
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3293
(2)
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I
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JAK Limited Partnership
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Common Stock
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43783
(2)
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D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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12/1/2011
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A4
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54852
(4)
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(5)
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(5)
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Common Stock
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54852
(4)
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(4)
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54852
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D
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Restricted Stock Units
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12/1/2011
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A4
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77265
(6)
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(7)
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(7)
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Common Stock
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77625
(6)
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(6)
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77625
(6)
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D
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Restricted Stock Units
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12/1/2011
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A4
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56018
(8)
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(9)
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(9)
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Common Stock
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56018
(8)
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(8)
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56018
(8)
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D
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Employee Stock Option (Right to Buy)
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$
30.67
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12/1/2011
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A4
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227660
(10)
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12/1/2011
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3/7/2018
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Common Stock
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227660
(10)
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$
0
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227660
(10)
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D
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Explanation of Responses:
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(
1)
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Mr. Fyrwald beneficially owned 10,200 shares of Ecolab common stock in a living trust on December 1, 2011, the date on which he became an officer of Ecolab. The additional 2,322 shares of Ecolab common stock in the trust were issued to Mr. Fyrwald as merger consideration pursuant to the Agreement and Plan of Merger dated as of July 19, 2001 between and among Ecolab, Sustainability Partners Corporation and Nalco Holding Comopany (the "Merger Agreement") following completion of the merger on December 1, 2011.
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(
2)
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The Form 4 filed by Mr. Fyrwald on December 5, 2011, and amended on December 9, 2011, with respect to the shares of Ecolab common stock issued to him as merger consideration pursuant to the Merger Agreement reported in error that he had direct beneficial ownership of 125,968 shares of Ecolab common stock following the December 1, 2011 consummation of the merger. As corrected, Mr. Fyrwald had direct and indirect ownership of the shares of Ecolab common stock as reported in column 5 of Table I above.
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(
3)
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Each restricted stock unit represents the contingent right to receive one share of Ecolab common stock, subject to the terms and conditions set forth in the restricted stock unit agreement.
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(
4)
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The Form 4 filed by Mr. Fyrwald on December 5, 2011, and amended on December 9, 2011, reported in error that he acquired 111,943 restricted stock units upon the conversion of restricted stock units covering 164,723 shares of Nalco common stock pursuant to the Merger Agreement. As corrected, Mr. Fyrwald acquired 54,852 restricted stock units upon the conversion of restricted stock units covering 80,714 shares of Nalco common stock.
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(
5)
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The shares will vest on February 28, 2012, subject to continued employment at the vesting date.
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(
6)
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The Form 4 filed by Mr. Fyrwald on December 5, 2011, and amended on December 9, 2011, reported in error that he acquired 55,189 restricted stock units upon the conversion of restricted stock units covering 81,210 shares of Nalco common stock pursuant to the Merger Agreement. As corrected, Mr. Fyrwald acquired 77,625 restricted stock units upon the conversion of restricted stock units covering 113,694 shares of Nalco common stock.
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(
7)
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The shares will vest on February 28, 2013, subject to continued employment at the vesting date.
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(
8)
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The Form 4 filed by Mr. Fyrwald on December 5, 2011, and amended on December 9, 2011, reported in error that he acquired 52,353 restricted stock units upon the conversion of restricted stock units covering 77,037 shares of Nalco common stock pursuant to the Merger Agreement. As corrected, Mr. Fyrwald acquired 56,018 restricted stock units upon the conversion of restricted stock units covering 82,430 shares of Nalco common stock.
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(
9)
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The shares will vest on February 28, 2014, subject to continued employment at the vesting date.
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(
10)
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The Form 4 filed by Mr. Fyrwald on December 5, 2011, and amended on December 9, 2011, reported in error that he acquired an employee stock option to purchase 227,659 shares of Ecolab common stock upon the conversion of employee stock options to purchase 335,000 shares of Nalco common stock pursuant to the Merger Agreement. As corrected, Mr. Fyrwald acquired an employee stock option to purchase 227,660 shares of Ecolab common stock upon the conversion of employee stock options to purchase 335,000 shares of Nalco common stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Fyrwald J Erik
ECOLAB INC.
370 WABASHA STREET N.
ST. PAUL, MN 55102
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President
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Signatures
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David F. Duvick, as Attorney-in-Fact for J. Erik Frywald
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2/3/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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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