Sec Form 4 Filing - HANDLEY THOMAS W @ ECOLAB INC. - 2017-09-14

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 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HANDLEY THOMAS W 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 (Last) (First) (Middle) 1 ECOLAB PLACE 3. Date of Earliest Transaction (MM/DD/YY) 09/14/2017 (Street) SAINT PAUL, MN55102 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 08/23/2017 G V 2,559 D $ 0 2,559 ( 1 ) I By 2015 GRAT Common Stock 08/23/2017 G V 2,559 A $ 0 3,276 I By child #1 trust Common Stock 08/23/2017 G V 2,559 D $ 0 0 I By 2015 GRAT Common Stock 08/23/2017 G V 2,559 A $ 0 3,276 I By child #2 trust Common Stock 40,101.155 ( 2 ) I By 2016 GRAT Common Stock 09/14/2017 S 7,397 D $ 130.625 ( 3 ) 74,841.664 ( 1 ) ( 2 ) D Common Stock 559.669 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HANDLEY THOMAS W 1 ECOLAB PLACE SAINT PAUL, MN55102 President and COO Signatures /s/ David F. Duvick, as Attorney-in-Fact for Thomas W. Handley 09/15/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person is trustee and sole annuitant of the 2015 GRAT, a grantor retained annuity trust. On August 7, 2017, the 2015 GRAT distributed 22,557 shares of Ecolab Inc. common stock out of the 27,675 shares then held by the 2015 GRAT to the reporting person as an annuity payment. ( 2 )The reporting person is trustee and sole annuitant of the 2016 GRAT, a grantor retained annuity trust. On August 23, 2017, the 2016 GRAT distributed 35,455 shares of Ecolab Inc. common stock out of the 75,566.155 shares then held by the 2016 GRAT to the reporting person as an annuity payment. ( 3 )This transaction was executed in multiple trades at prices ranging from $130.60 to $130.671, inclusive. 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. ( 4 )Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of August 31, 2017. Includes 1.586 UNITS acquired since the reporting person's last report. (The 559.669 UNITS are the equivalent of approximately 1,029 SHARES of the issuer's Common Stock.)

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).

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