0001179110-12-001819.txt : 20120203 0001179110-12-001819.hdr.sgml : 20120203 20120203181433 ACCESSION NUMBER: 0001179110-12-001819 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111231 FILED AS OF DATE: 20120203 DATE AS OF CHANGE: 20120203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fyrwald J Erik CENTRAL INDEX KEY: 0001343564 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09328 FILM NUMBER: 12571497 MAIL ADDRESS: STREET 1: LILLY CORPORATE CENTER CITY: INDIANAPOLIS STATE: IN ZIP: 46285 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ECOLAB INC CENTRAL INDEX KEY: 0000031462 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 410231510 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ECOLAB CORPORATE CENTER STREET 2: 370 WABASHA STREET NORTH CITY: ST PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6512932233 MAIL ADDRESS: STREET 1: ECOLAB CORPORATE CENTER STREET 2: 370 WABASHA STREET NORTH CITY: ST. PAUL STATE: MN ZIP: 55102 FORMER COMPANY: FORMER CONFORMED NAME: ECONOMICS LABORATORY INC DATE OF NAME CHANGE: 19861203 5 1 edgar.xml FORM 5 - X0304 5 2011-12-31 0 1 1 0000031462 ECOLAB INC ECL 0001343564 Fyrwald J Erik ECOLAB INC. 370 WABASHA STREET N. ST. PAUL MN 55102 0 1 0 0 President Common Stock 3 12522 I J. Erik Fyrwald Trust Common Stock 46109 I Erik Fyrwald GRAT Common Stock 3293 I JAK Limited Partnership Common Stock 43783 D Restricted Stock Units 2011-12-01 4 A 0 54852 A Common Stock 54852 54852 D Restricted Stock Units 2011-12-01 4 A 0 77265 A Common Stock 77625 77625 D Restricted Stock Units 2011-12-01 4 A 0 56018 A Common Stock 56018 56018 D Employee Stock Option (Right to Buy) 30.67 2011-12-01 4 A 0 227660 0 A 2011-12-01 2018-03-07 Common Stock 227660 227660 D Mr. Fyrwald beneficially owned 10,200 shares of Ecolab common stock in a living trust on December 1, 2011, the date on which he became an officer of Ecolab. The additional 2,322 shares of Ecolab common stock in the trust were issued to Mr. Fyrwald as merger consideration pursuant to the Agreement and Plan of Merger dated as of July 19, 2001 between and among Ecolab, Sustainability Partners Corporation and Nalco Holding Comopany (the "Merger Agreement") following completion of the merger on December 1, 2011. The Form 4 filed by Mr. Fyrwald on December 5, 2011, and amended on December 9, 2011, with respect to the shares of Ecolab common stock issued to him as merger consideration pursuant to the Merger Agreement reported in error that he had direct beneficial ownership of 125,968 shares of Ecolab common stock following the December 1, 2011 consummation of the merger. As corrected, Mr. Fyrwald had direct and indirect ownership of the shares of Ecolab common stock as reported in column 5 of Table I above. Each restricted stock unit represents the contingent right to receive one share of Ecolab common stock, subject to the terms and conditions set forth in the restricted stock unit agreement. The Form 4 filed by Mr. Fyrwald on December 5, 2011, and amended on December 9, 2011, reported in error that he acquired 111,943 restricted stock units upon the conversion of restricted stock units covering 164,723 shares of Nalco common stock pursuant to the Merger Agreement. As corrected, Mr. Fyrwald acquired 54,852 restricted stock units upon the conversion of restricted stock units covering 80,714 shares of Nalco common stock. The shares will vest on February 28, 2012, subject to continued employment at the vesting date. The Form 4 filed by Mr. Fyrwald on December 5, 2011, and amended on December 9, 2011, reported in error that he acquired 55,189 restricted stock units upon the conversion of restricted stock units covering 81,210 shares of Nalco common stock pursuant to the Merger Agreement. As corrected, Mr. Fyrwald acquired 77,625 restricted stock units upon the conversion of restricted stock units covering 113,694 shares of Nalco common stock. The shares will vest on February 28, 2013, subject to continued employment at the vesting date. The Form 4 filed by Mr. Fyrwald on December 5, 2011, and amended on December 9, 2011, reported in error that he acquired 52,353 restricted stock units upon the conversion of restricted stock units covering 77,037 shares of Nalco common stock pursuant to the Merger Agreement. As corrected, Mr. Fyrwald acquired 56,018 restricted stock units upon the conversion of restricted stock units covering 82,430 shares of Nalco common stock. The shares will vest on February 28, 2014, subject to continued employment at the vesting date. The Form 4 filed by Mr. Fyrwald on December 5, 2011, and amended on December 9, 2011, reported in error that he acquired an employee stock option to purchase 227,659 shares of Ecolab common stock upon the conversion of employee stock options to purchase 335,000 shares of Nalco common stock pursuant to the Merger Agreement. As corrected, Mr. Fyrwald acquired an employee stock option to purchase 227,660 shares of Ecolab common stock upon the conversion of employee stock options to purchase 335,000 shares of Nalco common stock. David F. Duvick, as Attorney-in-Fact for J. Erik Frywald 2012-02-03