Sec Form 4 Filing - HANDLEY THOMAS W @ ECOLAB INC. - 2018-09-18

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
09/18/2018
(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 08/31/2018 G V 4,127 D $ 0 4,127 ( 1 ) I 2016 GRAT
Common Stock 08/31/2018 G V 4,127 A $ 0 7,403 I By child #1 trust
Common Stock 08/31/2018 G V 4,127 D $ 0 0 I By 2016 GRAT
Common Stock 08/31/2018 G V 4,127 A $ 0 7,403 I By child #2 trust
Common Stock 09/18/2018 M 42,300 A $ 55.595 155,012.819 ( 1 ) D
Common Stock 09/18/2018 F( 2 ) 27,477 D $ 156.22 127,535.819 D
Common Stock 565.985 ( 3 ) I By Ecolab Savings Plan
Table II - D erivative 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
Employee Stock Option (Right to Buy) $ 55.595 09/18/2018 M 42,300 12/01/2012( 4 ) 12/01/2021 Common Stock 42,300 $ 0 0 D
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 09/20/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person is trustee and sole annuitant of the 2016 GRAT, a grantor retained annuity trust. On August 17, 2018, the 2018 GRAT distributed 31,847.155 shares of the issuer's common stock out of the 40,101.155 shares then held by the 2016 GRAT to the reporting person as an annuity payment.
( 2 )Reflects the reporting person's payment of the exercise price and withholding taxes for a stock option issued in accordance with Rule 16b-3 by delivering or withholding shares of Ecolab common stock.
( 3 )Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of August 31, 2018. Includes 3.146 UNITS acquired since the reporting person's last report. (The 565.985 UNITS are the equivalent of approximately 1,039 SHARES of the issuer's Common Stock.)
( 4 )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. The date listed in the "Date Exercisable" column represents the first anniversary date of the date of grant.

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 Number.