FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/01/2012 |
3. Issuer Name and Ticker or Trading Symbol
ECOLAB INC [ ECL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 05/10/2012 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 6,272 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Restricted Stock Units | (1) | (1) | Common Stock | 12,155 | (1) | D | |
Restricted Stock Units | (2) | (2) | Common Stock | 9,490 | (2) | D | |
Employee Stock Option (Right to Buy) | 12/01/2011(3) | 06/28/2016 | Common Stock | 5,594 | $26.2 | D | |
Employee Stock Option (Right to Buy) | 12/01/2011(3) | 02/15/2007 | Common Stock | 5,261 | $35.34 | D | |
Employee Stock Option (Right to Buy) | 12/01/2011(3) | 02/14/2018 | Common Stock | 13,297 | $30.1 | D | |
Employee Stock Option (Right to Buy) | 12/01/2011(3) | 02/12/2019 | Common Stock | 13,682 | $17.55 | D | |
Employee Stock Option (Right to Buy) | 12/01/2011(3) | 02/09/2020 | Common Stock | 7,776 | $32.35 | D | |
Employee Stock Option (Right to Buy) | 12/01/2011(3) | 02/08/2021 | Common Stock | 9,535 | $40.53 | D | |
Employee Stock Option (Right to Buy) | 12/01/2012(4) | 12/01/2021 | Common Stock | 28,800 | $55.595 | D | |
Employee Stock Option (Right to Buy) | 12/01/2014 | 12/01/2021 | Common Stock | 38,400 | $55.595 | D | |
Restricted Stock Units | 12/01/2014(5) | (5) | Common Stock | 9,220 | (5) | D |
Explanation of Responses: |
1. The units will vest on February 28, 2013, subject to continued employment at the vesting date. Each restricted stock unit represents a contingent right to receive one share of Ecolab Inc. common stock. |
2. The units will vest on February 28, 2014, subject to continued employment at the vesting date. Each restricted stock unit represents a contingent right to receive one share of Ecolab Inc. common stock. |
3. These options originally represented the option to purchase shares of common stock of Nalco Holding Company ("Nalco") and had a variety of vesting schedules. All options that were unvested as of November 30, 2011 were accelerated pursuant to Mr. Taylor's Change of Control Agreement with Nalco upon closing of the merger on December 1, 2011 by and among Ecolab Inc., Sustainability Partners Corporation and Nalco. The options were converted into options to purchase shares of Ecolab Inc. common stock pursuant to the Agreement and Plan of Merger dated as of July 19, 2011 among Ecolab Inc., Sustainability Partners Corporation and Nalco. |
4. The option will be 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. |
5. The units will vest on December 1, 2014, subject to continued employment at the vesting date. Each restricted stock unit represents a contingent right to receive one share of Ecolab Inc. common stock. |
Remarks: |
Refiling with Power of Attorney attached. |
David F. Duvick, as Attorney-in-Fact for Stephen M. Taylor | 05/10/2012 | |
** 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 5 (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. |