- Statement of Changes in Beneficial Ownership (4)
March 07 2012 - 6:17PM
Edgar (US Regulatory)
FORM 4
[ ]
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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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
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1. Name and Address of Reporting Person
*
LUMPKINS ROBERT L
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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)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
ECOLAB INC., 370 WABASHA STREET N
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/5/2012
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(Street)
SAINT 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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Code
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V
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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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3/5/2012
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M
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6800
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A
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$22.6525
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13478
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D
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Common Stock
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3/5/2012
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F
(1)
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2594
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D
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$59.365
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10884
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D
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Common Stock
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3/5/2012
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M
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6306
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A
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$22.6525
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17190
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D
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Common Stock
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3/5/2012
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F
(1)
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2406
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D
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$59.365
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14784
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D
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Common Stock
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6700
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I
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By grantor retained annuity trust
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Table II - Derivative Securities 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
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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 Following Reported Transaction(s) (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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Code
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V
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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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Stock Option (Right to Buy)
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$22.6525
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3/5/2012
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M
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6800
(2)
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5/10/2002
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5/10/2012
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Common Stock
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6800
(2)
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$
0
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0
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D
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Stock Option (Right to Buy)
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$22.6525
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3/5/2012
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M
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6306
(3)
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5/10/2002
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5/10/2012
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Common Stock
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6306
(3)
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(4)
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0
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D
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Explanation of Responses:
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(
1)
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Reflects the reporting person's payment of the exercise price and witholding taxes for a stock option issued in accordance with Rule 16b-3 by delivering or withholding shares of Ecolab common stock.
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(
2)
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Option granted under the Ecolab Inc. 2001 Non-Employee Director Stock Option Plan. The option was originally reported as a grant of 3,400 shares at a price of $45.305 per share, and was adjusted following the company's two-for-one stock split paid June 6, 2003.
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(
3)
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Option granted under the Ecolab Inc. 2001 Non-Employee Director Stock Option Plan. The option was originally reported as a grant of 3,153 shares at a price of $45.305 per share, and was adjusted following the company's two-for-one stock split paid June 6, 2003.
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(
4)
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The option was granted in lieu of $35,707.13 of non-employee director compensation earned by the reporting person over the period from November 1, 2001 to May 10, 2002.
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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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LUMPKINS ROBERT L
ECOLAB INC.
370 WABASHA STREET N
SAINT PAUL, MN 55102
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X
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Signatures
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/s/ Peter G. Westphal, as Attorney-in-Fact for Robert L. Lumpkins
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3/7/2012
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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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