Sec Form 4 Filing - BAKER DOUGLAS M JR @ ECOLAB INC. - 2020-06-03

Insider filing report for Changes in Beneficial Ownership
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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
BAKER DOUGLAS M JR
2. Issuer Name and Ticker or Trading Symbol
ECOLAB INC. [ ECL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
1 ECOLAB PLACE
3. Date of Earliest Transaction (MM/DD/YY)
06/03/2020
(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 03/04/2020 G V 19,576 D $ 0 581,152 D
Common Stock 06/03/2020 S( 1 ) 2,353 ( 2 ) D 578,799 ( 2 ) D
Common Stock 7,050 I By Wife
Common Stock 72,850 I By Julie M. Baker 2012 Irrevocable Trust
Common Stock 72,500 I By Douglas M. Baker, Jr. 2012 Irrevocable Trust
Common Stock 5,668.227 ( 3 ) 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
BAKER DOUGLAS M JR
1 ECOLAB PLACE
SAINT PAUL, MN55102
X Chairman and CEO
Signatures
/s/ David F. Duvick, as Attorney-in-Fact for Douglas M. Baker, Jr. 06/05/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The foregoing transaction relates to the reporting person's participation in an exchange offer whereby Ecolab Inc. ("Ecolab") offered to its stockholders the ability to exchange all or a portion of their shares of Ecolab common stock for shares of ChampionX Holding Inc. ("ChampionX") common stock, which shares were immediately exchanged for Apergy Corporation ("Apergy") common stock in connection with the merger of ChampionX into a merger subsidiary of Apergy, with ChampionX surviving the merger as a wholly-owned subsidiary of Apergy. Pursuant to the terms of the exchange offer, the reporting person received 24.6667 shares of ChampionX common stock for each share of Ecolab common stock accepted in the exchange offer.
( 2 )The amount represents the number of shares of Ecolab common stock that the reporting person elected to exchange multiplied by the final proration factor of 4.7060% and represents a preliminary calculation. If the number of shares of Ecolab common stock that were actually disposed of by the reporting person in connection with the exchange offer differs from this calculation, the reporting person will file an amendment to this report, including an adjustment to the end of period holdings.
( 3 )Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of May 31, 2020. Includes 15.076 UNITS acquired since the reporting person's last report. (The 5,668.227 UNITS are the equivalent of approximately 10,391 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).
** 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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