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Roberto Inchaustegui

Filed: 24 Feb 20, 7:50pm
SEC Form 4
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Inchaustegui Roberto

(Last)(First)(Middle)
1 ECOLAB PLACE

(Street)
SAINT PAULMN55102

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
ECOLAB INC. [ ECL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & Pres-Global Serv & Spec
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
Common Stock02/20/2020M18,290A$103.26543,844(1)D
Common Stock02/20/2020S1,766D$206.177(2)42,078D
Common Stock02/20/2020S7,596D$208.174(3)34,482D
Common Stock02/20/2020S7,688D$209.199(4)26,794D
Common Stock02/20/2020S1,240D$210.51(5)25,554D
Common Stock02/21/2020A7,312A(6)32,866D
Common Stock02/21/2020F(7)3,287D$207.2129,579D
Common Stock02/21/2020I808.16(8)D$380.22(8)846.21(8)IBy 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 Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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 (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy)$103.26502/20/2020M18,29012/04/2014(9)12/04/2023Common Stock18,290$00D
Restricted Stock Units(6)02/21/2020M7,312(6)(6)Common Stock7,312$00D
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.
/s/ David F. Duvick, as Attorney-in-Fact for Roberto Inchaustegui02/24/2020
** Signature of Reporting PersonDate
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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