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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) | $ 55.595 | 12/01/2011 | A | 134,500 | 12/01/2012(2) | 12/01/2021 | Common Stock | 134,500 | $ 0 | 134,500 | D | ||||
| Restricted Stock Units | (3) | 12/01/2011 | A | 52,353 | (4) | (4) | Common Stock | 52,353 | (5) | 52,353 | D | ||||
| Restricted Stock Units | (3) | 12/01/2011 | A | 55,189 | (6) | (6) | Common Stock | 55,189 | (7) | 55,189 | D | ||||
| Restricted Stock Units | (3) | 12/01/2011 | A | 111,943 | (8) | (8) | Common Stock | 111,943 | (9) | 111,943 | D | ||||
| Employee Stock Option (Right to Buy) (10) | $ 40.53 | 12/01/2011 | A | 56,292 | 12/01/2011 | 02/11/2021 | Common Stock | 56,292 | $ 0 | 56,292 | D | ||||
| Employee Stock Option (Right to Buy) (11) | $ 32.35 | 12/01/2011 | A | 49,430 | 12/01/2011 | 02/09/2020 | Common Stock | 49,430 | $ 0 | 49,430 | D | ||||
| Employee Stock Option (Right to Buy) (12) | $ 17.55 | 12/01/2011 | A | 113,072 | 12/01/2011 | 02/12/2019 | Common Stock | 113,072 | $ 0 | 113,072 | D | ||||
| Employee Stock Option (Right to Buy) (13) | $ 30.67 | 12/01/2011 | A | 27,180 | (14) | 03/07/2018 | Common Stock | 27,180 | $ 0 | 27,180 | D | ||||
| Employee Stock Option (Right to Buy) (15) | $ 30.67 | 12/01/2011 | A | 227,656 | 12/01/2011 | 03/07/2018 | Common Stock | 227,656 | $ 0 | 227,656 | D | ||||
| Restricted Stock Units | (3) | 12/01/2011 | A | 67,959 | (16) | (16) | Common Stock | 67,959 | (17) | 67,959 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Fyrwald J Erik ECOLAB INC. 370 WABASHA STREET N. ST. PAUL, MN 55102 |
President | |||
| David F. Duvick, as Attorney-in-Fact for J. Erik Frywald | 12/05/2011 | |
| **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) | Represents the maximum number of shares issuable to Mr. Fyrwald as merger consideration pursuant to the Agreement and Plan of Merger dated as of July 19, 2011 among Ecolab Inc., Sustainability Partners Corporation and Nalco Holding Company based on the assumptions that Mr. Fyrwald elected to receive Ecolab shares with respect to all of the outstanding Nalco shares beneficially owned by him immediately prior to the effective time of the merger and he received Ecolab shares with respect to his Nalco shares. The adjustment and reallocation calculations provided for in the merger agreement have not been completed as of the date of this report. Thus, it is not possible to determine the exact number of Ecolab shares to be received by Mr. Fyrwald pursuant to the merger agreement. Once the exact number of shares is determined, Mr. Fyrwald will file an amendment to this report including the number of Ecolab shares received by him as merger consideration. |
| (2) | 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. |
| (3) | 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. |
| (4) | The shares will vest on February 28, 2014, subject to continued employment at the vesting date. |
| (5) | Acquired pursuant to the Merger Agreement upon the conversion of restricted stock units covering 77,037 shares of Nalco common stock. |
| (6) | The shares will vest on February 28, 2013, subject to continued employment at the vesting date. |
| (7) | Acquired pursuant to the Merger Agreement upon the conversion of restricted stock units covering 81,210 shares of Nalco common stock. |
| (8) | The shares will vest on February 28, 2012, subject to continued employment at the vesting date. |
| (9) | Acquired pursuant to the Merger Agreement upon the conversion of restricted stock units covering 164,723 shares of Nalco common stock. |
| (10) | Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 82,836 shares of Nalco common stock at an exercise price of $27.54 per share. |
| (11) | Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 72,738 shares of Nalco common stock at an exercise price of $21.98 per share. |
| (12) | Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 166,387 shares of Nalco common stock at an exercise price of $11.92 per share. |
| (13) | Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 40,000 shares of Nalco common stock at an exercise price of $20.84 per share. |
| (14) | The option vests in four equal annual installments beginning on December 31, 2008. |
| (15) | Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 335,000 shares of Nalco common stock at an exercise price of $20.84 per share. |
| (16) | The shares will vest on March 6, 2012, subject to continued employment at vesting date. |
| (17) | Acquired pursuant to the Merger Agreement upon the conversion of restricted stock units covering 100,000 shares of Nalco common stock. |