Sec Form 4 Filing - Bryant Deric D. @ ECOLAB INC. - 2020-06-03

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 Bryant Deric D. 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 - Upstream Energy (Last) (First) (Middle) 1 ECOLAB PLACE 3. Date of Earliest Transaction (MM/DD/YY) 06/03/2020 (Street) ST. 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

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) $ 55.595 06/03/2020( 1 ) D 2,500 12/01/2012( 2 ) 12/01/2021 Common Stock 2,500 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 71.54 06/03/2020( 1 ) D 2,300 12/05/2013( 2 ) 12/05/2022 Common Stock 2,300 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 103.265 06/03/2020( 1 ) D 1,720 12/04/2014( 2 ) 12/04/2023 Common Stock 1,720 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 107.685 06/03/2020( 1 ) D 2,345 12/03/2015( 2 ) 12/03/2024 Common Stock 2,345 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 119.12 06/03/2020( 1 ) D 2,499 12/02/2016( 2 ) 12/02/2025 Common Stock 2,499 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 117.73 06/03/2020( 1 ) D 7,249 12/07/2017( 2 ) 12/07/2026 Common Stock 7,249 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 137.087 06/03/2020( 1 ) D 13,819 12/06/2018( 2 ) 12/06/2027 Common Stock 13,819 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 158.515 06/03/2020( 1 ) D 10,858 12/04/2019( 2 ) 12/04/2028 Common Stock 10,858 ( 3 ) 0 D Restricted Stock Units ( 4 ) 06/03/2020( 1 ) D 15,220 ( 5 ) ( 5 ) Common Stock 15,220 ( 5 ) 0 D Restricted Stock Units ( 4 ) 06/03/2020( 1 ) D 6,275 ( 6 ) ( 6 ) Common Stock 6,275 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bryant Deric D. 1 ECOLAB PLACE ST. PAUL, MN55102 EVP & Pres - Upstream Energy Signatures /s/ David F. Duvick, as Attorney-in-Fact for Deric D. Bryant 06/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On June 3, 2020, pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of December 18, 2019, by and among Ecolab Inc., Apergy Corporation, ChampionX Holding Inc., a wholly owned subsidiary of Ecolab, and Athena Merger Sub, Inc., a wholly owned subsidiary of Apergy, and the Separation and Distribution Agreement, dated as of December 18, 2019, by and among Ecolab, ChampionX and Apergy, Ecolab exchanged, in an exchange offer, all shares of ChampionX common stock owned by Ecolab for outstanding shares of Ecolab common stock that were validly tendered and not properly withdrawn and accepted in the offer and, following the consummation of the offer, Merger Sub merged with and into ChampionX, whereby the separate corporate existence of Merger Sub ceased and ChampionX continued as the surviving corporation and a wholly owned subsidiary of Apergy. ( 2 )Represents stock options ("Options") granted under the Ecolab Inc. 2010 Stock Incentive Plan and that were outstanding immediately prior to the Merger. The Option became or becomes 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 option shares on the third anniversary of the date of grant. The date listed is the first anniversary of the date of grant. ( 3 )Pursuant to the Employee Matters Agreement, dated as of December 18, 2019, by and among Ecolab, ChampionX and Apergy, each vested or unvested Option held by a ChampionX employee was assumed and converted into an equivalent Apergy stock option on the same terms and conditions as were applicable immediately prior to the Merger (i) for such number of shares of Apergy common stock ( rounded down to the nearest whole share) equal to the product of (x) the number of Ecolab shares issuable upon the exercise of the corresponding Option and (y) an Equity Award Adjustment Ratio of 21.02477701, which represents the quotient obtained by dividing the closing trading price per Ecolab share on June 2, 2020 by the closing trading price per share of Apergy common stock on June 2, 2020, and (ii) having a per-share exercise price (rounded up to the nearest whole cent) equal to the quotient determined by dividing (x) the per-share exercise price of the Option by (y) the Equity Award Adjustment Ratio. ( 4 )Represents restricted stock units (each, a "RSU") that were outstanding immediately prior to the Merger. By their terms, prior to the Merger, each RSU represented a contingent right to one Ecolab share. Pursuant to the Employee Matters Agreement, each RSU held by a ChampionX employee that was outstanding immediately prior to the Merger, whether vested or unvested, was assumed and converted into an equivalent Apergy RSU on the same terms and conditions as were applicable immediately prior to the Merger, and relating to a number of shares of Apergy common stock (with each discrete grant rounded up to the nearest whole share) equal to the product of (i) the number of Ecolab shares subject to such awards, multiplied by (ii) the Equity Award Adjustment Ratio. ( 5 )The RSUs, which were granted on November 2, 2017, will vest as to 100% of the grant amount on the fourth anniversary of the date of grant, subject to continued employment. ( 6 )The RSUs, which were granted on December 3, 2019, will vest as to 100% of the grant amount on the third anniversary of the date of grant, subject to continued employment.

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