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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed 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(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right to Buy) | $ 19.2656 (3) | 12/13/2007 | M | 2,440 (3) | 08/18/2001(3) | 08/18/2010 | Common Stock | 2,440 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 51.52 | 12/13/2007 | A | 1,564 | 12/13/2007 | 08/18/2010 | Common Stock | 1,564 | $ 0 | 1,564 | D | ||||
| Employee Stock Option (Right to Buy) | $ 18.96 (4) | 12/13/2007 | M | 32,000 (4) | 12/06/2002(4) | 12/06/2011 | Common Stock | 32,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 51.52 | 12/13/2007 | A | 20,411 | 12/13/2007 | 12/06/2011 | Common Stock | 20,411 | $ 0 | 20,411 | D | ||||
| Employee Stock Option (Right to Buy) | $ 22.6525 (5) | 12/13/2007 | M | 20,000 (5) | 05/10/2003(5) | 05/10/2012 | Common Stock | 20,000 | $ 0 | 0 | D | ||||
| Employee Stock Option (Right to Buy) | $ 51.52 | 12/13/2007 | A | 13,578 | 12/13/2007 | 05/10/2012 | Common Stock | 13,578 | $ 0 | 13,578 | D | ||||
| Employee Stock Option (Right to Buy) | $ 24.34 (6) | 12/13/2007 | M | 2,000 (6) | 12/05/2003(6) | 12/05/2012 | Common Stock | 2,000 | $ 0 | 118,000 | D | ||||
| Employee Stock Option (Right to Buy) | $ 51.52 | 12/13/2007 | A | 1,394 | 12/13/2007 | 12/05/2012 | Common Stock | 1,394 | $ 0 | 1,394 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FRITZE STEVEN L ECOLAB INC. 370 WABASHA STREET N. ST. PAUL, MN 55102 |
Executive Vice President & CFO | |||
| /s/David F. Duvick, Attorney-in-Fact for Steven L. Fritze | 12/14/2007 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 and withholding shares of Ecolab Common Stock. |
| (2) | Number of UNITS in the Ecolab Stock Fund of the ecolab Savings Plan (401(k) Plan) as of October 31, 2007. (The 11,837.325 UNITS are the equivalent of approximately 22,099 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 16,500 shares at an exercise price of $38.53125 per share, but has been adjusted to reflect a stock split on June 6, 2003, and the subsequent exercise of 30,560 shares on June 13, 2007. The option became exercisable 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 as of the third anniversary on 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 16,000 shares at an exercise price of $37.92 per share, but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable 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 as of the third anniversary on the date of grant. |
| (5) | Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on May 10, 2002. The option was originally reported as covering 40,000 shares at an exercise price of $45.305 per share, but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable 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 as of the third anniversary on the date of grant. |
| (6) | Option granted under the Ecolab Inc. 2002 Stock Incentive Plan on December 5, 2002. The option was originally reported as covering 60,000 shares at an exercise price of $48.68 per share, but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable 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 as of the third anniversary on the date of grant. |