SEC Form 4 · accession 0001179110-18-011594
ECOLAB INC. · ECL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas W Handley
Officer — President and COO
Period of report
Sep 18, 2018
Accepted (ET)
Sep 20, 2018 · 5:02 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000031462
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 31, 2018 | G | 4,127 | $0.00 | D | 4,127 | I | 2016 GRAT |
| Common Stock | Aug 31, 2018 | G | 4,127 | $0.00 | A | 7,403 | I | By child #1 trust |
| Common Stock | Aug 31, 2018 | G | 4,127 | $0.00 | D | 0 | I | By 2016 GRAT |
| Common Stock | Aug 31, 2018 | G | 4,127 | $0.00 | A | 7,403 | I | By child #2 trust |
| Common StockF1 | Sep 18, 2018 | M | 42,300 | $55.595 | A | 155,013 | D | |
| Common Stock | Sep 18, 2018 | F | 27,477 | $156.22 | D | 127,536 | D | |
| Common StockF3 | holding | — | — | — | 566 | I | By Ecolab Savings Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F4 | $55.595 | Sep 18, 2018 | M | 42,300 | D | Dec 1, 2012 | Dec 1, 2021 | Common Stock | 42,300 | 0 | D |
Explanation of responses
- F1The reporting person is trustee and sole annuitant of the 2016 GRAT, a grantor retained annuity trust. On August 17, 2018, the 2018 GRAT distributed 31,847.155 shares of the issuer's common stock out of the 40,101.155 shares then held by the 2016 GRAT to the reporting person as an annuity payment.
- F2Reflects the reporting person's payment of the exercise price and withholding taxes for a stock option issued in accordance with Rule 16b-3 by delivering or withholding shares of Ecolab common stock.
- F3Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of August 31, 2018. Includes 3.146 UNITS acquired since the reporting person's last report. (The 565.985 UNITS are the equivalent of approximately 1,039 SHARES of the issuer's Common Stock.)
- F4The 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. The date listed in the "Date Exercisable" column represents the first anniversary date of the date of grant.