Sec Form 4 Filing - Inchaustegui Roberto @ ECOLAB INC. - 2020-02-20

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 Inchaustegui Roberto 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) EVP & Pres-Global Serv & Spec (Last) (First) (Middle) 1 ECOLAB PLACE 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2020 (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 02/20/2020 M 18,290 A $ 103.265 43,844 ( 1 ) D Common Stock 02/20/2020 S 1,766 D $ 206.177 ( 2 ) 42,078 D Common Stock 02/20/2020 S 7,596 D $ 208.174 ( 3 ) 34,482 D Common Stock 02/20/2020 S 7,688 D $ 209.199 ( 4 ) 26,794 D Common Stock 02/20/2020 S 1,240 D $ 210.51 ( 5 ) 25,554 D Common Stock 02/21/2020 A 7,312 A 32,866 D Common Stock 02/21/2020 F( 7 ) 3,287 D $ 207.21 29,579 D Common Sto ck 02/21/2020 I 808.16 ( 8 ) D $ 380.22 ( 8 ) 846.21 ( 8 ) 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 Employee Stock Option (Right to Buy) $ 103.265 02/20/2020 M 18,290 12/04/2014( 9 ) 12/04/2023 Common Stock 18,290 $ 0 0 D Restricted Stock Units ( 6 ) 02/21/2020 M 7,312 ( 6 ) ( 6 ) Common Stock 7,312 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Inchaustegui Roberto 1 ECOLAB PLACE SAINT PAUL, MN55102 EVP & Pres-Global Serv & Spec Signatures /s/ David F. Duvick, as Attorney-in-Fact for Roberto Inchaustegui 02/24/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The total reported in Column 5 has been adjusted to correct an overstatement of total holdings by 25,880 shares first reflected in a Form 4 filed on March 8, 2019. ( 2 )The shares were sold in multiple trades at prices ranging from $206.110 to $206.215, 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. ( 3 )The shares were sold in multiple trades at prices ranging from $208.000 to $208.740, 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 )The shares were sold in multiple trades at prices ranging from $209.040 to $209.520, 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. ( 5 )The shares were sold in multiple trades at prices ranging from $210.495 to $210.575, 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. ( 6 )On February 21, 2018, the reporting person was granted 7,312 restricted stock units, vesting as of 100% of the units on the second anniversary of the date of grant. The restricted stock units convert into common stock on a one-for-one basis. ( 7 )Reflects the reporting person's payment of minimum statutory tax obligations by withholding shares of Ecolab Common Stock incident to the vesting of restricted stock units in accordance with Rule 16b-3. ( 8 )Represents and intra-plan transfer of 808.16 UNITS from the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) at a price of $378.06 per UNIT. This is the equivalent of approximately 1,481 shares of the Issuer's Common Stock at a price of $207.50 per share. The Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan remaining as of February 21, 2020 includes 4.009 UNITS acquired since the reporting person's last report.(The 846.210 UNITS remaining are the equivalent of approximately 1,551 SHARES of the issuer's Common Stock.) ( 9 )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.

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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