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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 | ||||||||
| Stock Option | $ 20.84 | 12/01/2011 | D | 375,000 | (5) | 03/07/2018 | Common Stock | 375,000 | (6) | 0 | D | ||||
| Stock Option | $ 11.92 | 12/01/2011 | D | 166,387 | (5) | 02/12/2019 | Common Stock | 166,387 | (7) | 0 | D | ||||
| Stock Option | $ 21.98 | 12/01/2011 | D | 72,738 | (5) | 02/09/2020 | Common Stock | 72,738 | (8) | 0 | D | ||||
| Stock Option | $ 27.54 | 12/01/2011 | D | 82,836 | (5) | 02/11/2021 | Common Stock | 82,836 | (9) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Fyrwald J Erik LILLY CORPORATE CENTER INDIANAPOLIS, IN 46285 |
Chairman, President, CEO | |||
| /s/ Anne Marie Morris, as Attorney in Fact | 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) | These Restricted Share Units are scheduled to vest on March 6, 2012. Pursuant to the Agreement and Plan of Merger, dated as of July 19, 2011 (the "Merger Agreement"), by and among Ecolab Inc. ("Ecolab"), Sustainability Partners Corporation and Nalco Holding Company ("Nalco"), these Restricted Share Units cease to represent a right with respect to Nalco common stock and converted into Restricted Share Units in respect of 67,959 shares of Ecolab Common Stock at the effective time of the transaction contemplated in the Merger Agreement (the "Merger"). |
| (2) | The total amount of securities beneficially owned includes securities previously purchased and awarded. |
| (3) | These Restricted Share Units have a variety of vesting schedules, which schedules have been previously reported. All such Restricted Share Units fully vested and were settled for shares of Nalco common stock as of the time immediately prior to the effective time of the Merger pursuant to Mr. Fyrwald's Change of Control Agreement with Nalco. |
| (4) | Pursuant to the Merger Agreement and at the effective time of the Merger, each outstanding share of Nalco Common Stock was converted into the right to receive either .7005 shares of Ecolab common Stock or $38.30 in cash, at each stockholder's election and subject to proration and reallocation procedures as described in the Merger Agreement. Because the proration and reallocation procedures have not yet been completed as of the date of this filing, it is not possible to determine the merger consideration to be received by the reporting person for each share of Nalco common stock disposed of in the Merger. |
| (5) | These options have a variety of vesting schedules, which schedules have previously been disclosed. Except with respect to 10,000 options, which are scheduled to vest on December 31, 2011, all unvested options vested upon consumation of the Merger pursuant to Mr. Fyrwald's Change of Control Agreement with Nalco. |
| (6) | Pursuant to the Merger Agreement, these options were converted into options to purchase 254,836 shares of Ecolab Inc. common stock, in the aggregate, at an exercise price of $30.67 per share, and otherwise on the same terms and conditions as were applicable under such Nalco stock option. |
| (7) | Pursuant to the Merger Agreement, these options were converted into options to purchase 113,072 shares of Ecolab Inc. common stock, in the aggregate, at an exercise price of $17.55 per share, and otherwise on the same terms and conditions as were applicable under such Nalco stock option. |
| (8) | Pursuant to the Merger Agreement, these options were converted into options to purchase 49,430 shares of Ecolab Inc. common stock, in the aggregate, at an exercise price of $32.35 per share, and otherwise on the same terms and conditions as were applicable under such Nalco stock option. |
| (9) | Pursuant to the Merger Agreement, these options were converted into options to purchase 56,292 shares of Ecolab Inc. common stock, in the aggregate, at an exercise price of $40.53 per share, and otherwise on the same terms and conditions as were applicable under such Nalco stock option. |