FORM 4 |
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 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ECOLAB INC [ ECL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/15/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 09/15/2005 | M | 68,000 | A | $19.265 | 147,566 | D | |||
Common Stock | 09/15/2005 | F(1) | 49,809 | D | $32.675 | 97,757 | D | |||
Common Stock | 09/15/2005 | M | 60,000 | A | $18.96 | 157,757 | D | |||
Common Stock | 09/15/2005 | F(1) | 45,568 | D | $32.675 | 112,189 | D | |||
Common Stock | 8,009.212(2) | I | By the Ecolab Savings Plan | |||||||
Common Stock | 1,974(5) | I | By Daughter | |||||||
Common Stock | 2,082(6) | I | By Daughter |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy)(3) | $19.265(3) | 09/15/2005 | M | 68,000(3) | 08/18/2001(3) | 08/18/2010 | Common Stock | 68,000 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy)(4) | $18.96(4) | 09/15/2005 | M | 60,000(4) | 12/06/2002(4) | 12/06/2011 | Common Stock | 60,000 | $0.00 | 20,000 | D | ||||
Employee Stock Option (Right to Buy) | $32.675 | 09/15/2005 | A | 49,809 | 09/15/2005 | 08/18/2010 | Common Stock | 49,809 | $0 | 49,809 | D | ||||
Employee Stock Option (Right to Buy) | $32.675 | 09/15/2005 | A | 45,568 | 09/15/2005 | 12/06/2011 | Common Stock | 45,568 | $0 | 45,568 | D |
Explanation of Responses: |
1. Reflects 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. |
2. The reporting person indirectly holds 8,009.212 UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of August 31, 2005, including 208.433 units acquired since the reporting person's last report. (The 8,009.212 units are the equivalent to approximately 15,148 shares of the issuer's Common Stock.) |
3. Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on August 18, 2000. The option was originally reported as covering 34,000 shares at an exercise price of $38.53125 but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, cumulatively, as to one-third of the total shares subject to the option 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. |
4. Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on December 6, 2001. The option was originally reported as covering 40,000 shares at an exercise price of $37.92 but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, cumulatively, as to one-third of the total shares subject to the option 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. A daughter of the reporting person holds 1,974 shares, of which, the reporting person is an Indirect Beneficial Owner. |
6. A daughter of the reporting person holds 2,082 shares, of which, the reporting person is an Indirect Beneficial Owner. |
/s/ David F. Duvick, Attorney-in-Fact for Lawrence T. Bell | 09/16/2005 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |