4 1 edgar.htm FORM 4 -4/29/2003 Section16Direct Section 16, Form 4
Form 4

FORM 4

[ ]Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Files 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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person

John Spooner
Ecolab Inc.
370 Wabasha Street N.
St. Paul, MN 55102 US

2. Issuer Name and Ticker or Trading Symbol

Ecolab Inc. (ECL)

6. Relationship of Reporting Person(s) to Issuer

Officer

________________________
President of International

 3. IRS or Social Security Number of Reporting Person (voluntary)

4. Statement for Month/Day/Year

4/29/2003

7. Individual or Joint/Group Filing

 Form filed by One Reporting Person

5. If Amendment, Date of Original (Month/Day/Yr)

Original Date

N/A
 

Table I-Non-Derivative Securities Acquired,Disposed of, or Beneficially Owned

1. Title of Security2. Transaction Date
(Month/Day/Year)
2A. Deemed
Execution Date
if any
(Month/Day/Year)
3. Transaction
Code
4. Securities Acquired (A)
or Disposed of (D)
5. Amount of Securities
Beneficially Owned
Following Reported
Transaction(s)
6. Ownership Form:
Direct (D) or
Indirect (I)
7. Nature of Indirect
Beneficial
Ownership
Code
V
Amount
(A) or (D)
Price
Common Stock
4/29/03
M
8,000
A
$49.00
D
Common Stock
4/29/03
S
8,000
D
$51.52
20,401
D
Common Stock
2,442.602 (1)
I
By Ecolab Savings Plan
Table II-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Derivative Security2. Conversion
or Exercise
Price of
Derivative
Security
3. Transaction
Date
(Month/Day/Year)
3A. Deemed
Execution Date
if any
(Month/Day/Year)
4. Transaction Code5. Number of Derivative
Securities Acquired
(A) or Disposed of (D)
6. Date Exercisable
and Ex-piration Date
(Month/Day/Year)
7. Title and Amount of
Underlying Securities
8. Price of
Derivative
Security
9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported
Transaction(s)
10. Ownership
Form of
Derivative
Security:
Direct(D)or
Indirect (I)
11. Nature
of Indirect
Beneficial
Ownership
Code
V
(A)
(D)
Date
Exercisable
Expiration
Date
TitleAmount or
Number of
Shares
Employee Stock Option (Right to Buy)
$49.00
4/29/03
M
8,000
(2)
5/20/03
Common Stock
8,000
155,500
D
Explanation of Responses
(1) Number of UNITS owned by the reporting person in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of March 31, 2003. (2) Represents a special, premium-priced option (the exercise price is approximately 75% greater than the market price of the issuer's Common Stock on the date of grant) granted to reporting person on February 20, 1998 in conjunction with the adoption by the issuer of a five-year strategic plan targeting aggressive growth goals ("Premium-Price Options"). As of the date hereof, an aggregate of 944,400 Premium-Priced Options granted to executives of the issuer remain exercisable and outstanding. All Premium-Priced Options expire on May 20, 2003.

**Intentional misstatements or omissions of facts constiute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15U.S.C. 78ff(a).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

Signature of Reporting Person: /s/ David F. Duvick, as Attorney-in-fact on

Date: 4/29/2003