XNYS:ECL Ecolab, Inc. Insider Activity 3 Filing - 5/1/2012

Effective Date 5/1/2012

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FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Taylor Stephen M
2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2012
3. Issuer Name and Ticker or Trading Symbol
ECOLAB INC [ECL]
(Last)
(First)
(Middle)
1601 WEST DIEHL ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and Pres. - Global Energy
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)

NAPERVILLE, IL 60563
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 6,272
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (1)   (1) Common Stock 12,155 (1) D  
Restricted Stock Units   (2)   (2) Common Stock 9,490 (2) D  
Employee Stock Option (Right to Buy) 12/01/2011(3) 06/28/2016 Common Stock 5,594 $26.2 D  
Employee Stock Option (Right to Buy) 12/01/2011(3) 02/15/2007 Common Stock 5,261 $35.34 D  
Employee Stock Option (Right to Buy) 12/01/2011(3) 02/14/2018 Common Stock 13,297 $30.1 D  
Employee Stock Option (Right to Buy) 12/01/2011(3) 02/12/2019 Common Stock 13,682 $17.55 D  
Employee Stock Option (Right to Buy) 12/01/2011(3) 02/09/2020 Common Stock 7,776 $32.35 D  
Employee Stock Option (Right to Buy) 12/01/2011(3) 02/08/2021 Common Stock 9,535 $40.53 D  
Employee Stock Option (Right to Buy) 12/01/2012(4) 12/01/2021 Common Stock 28,800 $55.595 D  
Employee Stock Option (Right to Buy) 12/01/2014 12/01/2021 Common Stock 38,400 $55.595 D  
Restricted Stock Units 12/01/2014(5)   (5) Common Stock 9,220 (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Taylor Stephen M
1601 WEST DIEHL ROAD
NAPERVILLE, IL 60563
      EVP and Pres. - Global Energy  

Signatures

David F. Duvick, as Attorney-in-Fact for Stephen M. Taylor 05/10/2012
** Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The units will vest on February 28, 2013, subject to continued employment at the vesting date. Each restricted stock unit represents a contingent right to receive one share of Ecolab Inc. common stock.
(2) The units will vest on February 28, 2014, subject to continued employment at the vesting date. Each restricted stock unit represents a contingent right to receive one share of Ecolab Inc. common stock.
(3) These options originally represented the option to purchase shares of common stock of Nalco Holding Company ("Nalco") and had a variety of vesting schedules. All options that were unvested as of November 30, 2011 were accelerated pursuant to Mr. Taylor's Change of Control Agreement with Nalco upon closing of the merger on December 1, 2011 by and among Ecolab Inc., Sustainability Partners Corporation and Nalco. The options were converted into options to purchase shares of Ecolab Inc. common stock pursuant to the Agreement and Plan of Merger dated as of July 19, 2011 among Ecolab Inc., Sustainability Partners Corporation and Nalco.
(4) The option will be 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.
(5) The units will vest on December 1, 2014, subject to continued employment at the vesting date. Each restricted stock unit represents a contingent right to receive one share of Ecolab Inc. common stock.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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XNYS:ECL Ecolab Inc Insider Activity 3 Filling

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XNYS:ECL Ecolab, Inc. Insider Activity 3 Filing - 5/1/2012
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